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HomeMy WebLinkAbout09-8926Cohen Seglias Pallas Greenhall & Furman, PC ,teven M. Williams, PA I.D. # 62051 silliams@cohenseglias.com 240 N. Third Street, 7' Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, : IN THE COURT OF COMMON PLEAS OF LLP, by its general partner, Howard S. CUMBERLAND COUNTY, PENNSYLVANIA Brown, Plaintiff V. : No. 69 a(o Olyl l Te rm VENMAR INVESTORS, INC., t/a My Girlfriend's Kitchen, and JEFFREY J. SEIDEL, Defendants : CIVIL ACTION -LAW NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD 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. AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accibn dentro de los pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accibn como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin m'as aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 #855643-v1 02112-0011 WINDSOR PARK SHOPPING CENTERS, : IN THE COURT OF COMMON PLEAS OF LLP, by its general partner, Howard S. CUMBERLAND COUNTY, PENNSYLVANIA Brown, Plaintiff V. VENMAR INVESTORS, INC., t/a My Girlfriend's Kitchen, and JEFFREY J. SEIDEL, Defendants NO. fcl? CIVIL ACTION -LAW COMPLAINT AND NOW, comes Plaintiff, Windsor Park Shopping Centers, LLP (herein, "WPSC"), by and through its attorneys, Cohen Seglias Pallas Greenhall & Furman, PC, and files this Complaint, stating the following: 1. 2. 3. 4. Parties and Jurisdiction Plaintiff, WPSC, is a Maryland limited liability general partnership, authorized to do business in Pennsylvania, with a registered office in Pennsylvania at 240 North Third Street, 7t' Floor, Harrisburg, PA 17101. Plaintiff s general partner is Howard S. Brown. Defendant, Venmar Investors, Inc. ("Venmar"), is believed and therefore averred to be a Pennsylvania corporation whose last known address is c/o Jeffrey J. Seidel, 7071 Lincoln Drive, Macungie, Lehigh County, PA 18062. Defendant, Jeffrey J. Seidel ("Seidel"), is an adult individual whose last known address is 7071 Lincoln Drive, Macungie, Lehigh County, PA 18062. Jurisdiction and venue are proper in this Court because Plaintiff's cause of action arose in Cumberland County. 5. The amount in controversy in this case does not exceed $50,000 (exclusive of additional interest and attorney's fees as set forth herein) as required by the Cumberland County Local Rules regarding compulsory arbitration. Count I WPSC v. Venmar 6. Paragraphs 1 through 5 hereof are incorporated herein by reference as if fully set forth. 7. WPSC is the owner and lessor of the Windsor Park Shopping Center, located on Simpson Ferry Road, Mechanicsburg, Cumberland County, PA (the "Shopping Center"). 8. On or about July 27, 2006, WPSC and Venmar executed a written Lease Agreement (the "Lease") whereby WPSC leased to Venmar the premises located in the Shopping Center known as 5202 Simpson Ferry Road (the "Premises"). A true and correct copy of the Lease is attached hereto as Exhibit A and is incorporated herein by reference as if fully set forth. 9. The Lease term was for a period of approximately five years four months, beginning on August 9, 2006 and ending on November 30, 2011. 10. Venmar took possession of the Premises on or about August 9, 2006 and became obligated to pay rent beginning in November 2006. 11. In addition to rent payments, the Lease required Venmar to pay to WPSC its proportionate share of WPSC's insurance expenses, taxes, utilities and common area maintenance expenses for the Shopping Center (collectively referred to herein as "CAM Charges"). 12. Venmar vacated the Premises in or about July 2008. 13. Prior to vacating, Venmar was in default of the Lease for failing and refusing, despite demand, to pay rent and other amounts owed under the Lease. 14. After Venmar vacated the Premises, WPSC was successful in re-renting the Premises to a replacement tenant who began paying rent for the Premises as of January 1, 2009. 2 15. After WPSC re-rented the Premises, WPSC again demanded that Venmar and Seidel pay the amounts owed under the Lease through the re-rental of the Premises and for the damages sustained by WPSC thereafter and as a result of Venmar's vacating. 16. Despite demand, Venmar has failed and refused to pay the amounts owed to, and demanded by, WPSC. 17. Venmar is obligated to WPSC for the following amounts: Rent through re-rental date: CAM Charges through re-rental date: Rent Differential after re-rental date: Re-rental commission: Less payments and credits: Less security deposit: Total $ 26,860.34 $ 4,024.74 $ 5,872.92 $ 7,232.70 ($ 3,348.12) ( $2,600.00) $38,042.58 (the "Arrears") 18. Interest has accrued on the Arrears in the amount of $3,152.72, calculated at the rate of six percent (6%) per annum through December 31, 2009. 19. In accordance with the Lease terms, late fees in the amount of $1,209.12 have accrued on the Arrears. 20. In addition to the foregoing, and as a consequence of Venmar's failure to pay the amounts due to WPSC, WPSC is entitled, pursuant to the Lease, to collect its attorney's fees and expenses, which, through December 29, 2009 total $7,007.66. 21. Asa consequence of the foregoing, and in accordance with the terms of the Lease, Venmar is obligated to WPSC for the amount of $49,412.08, plus additional interest that accrues at the rate of six percent (6%) per annum from January 1, 2010 and attorney's fees that WPSC incurs in this action after December 29, 2009. 3 22. Venmar has refused to perform its covenants under the Lease, despite written demand by WPSC, and is thus in default of the Lease. 23. Venmar has directly and materially breached the terms and conditions of the Lease by failing to pay rent and other amounts when due under the terms of the Lease. 24. WPSC has substantially performed all of its obligations under the Lease. WHEREFORE, WPSC respectfully requests that this Honorable Court enter judgment in its favor and against Venmar for the amount of $49,412.08, together with costs, additional interest that accrues at the rate of six percent (6%) per annum from January 1, 2010, attorney's fees that WPSC incurs after December 29, 2009, and for such other relief as this Court deems just and appropriate. Count II Venmar v. Seidel 25. Paragraphs 1 through 24 hereof are incorporated herein by reference as if fully set forth. 26. In connection with the Lease transaction, Seidel executed a Personal Guaranty of Lease (the "Guaranty"). A true and correct copy of the Guaranty is attached hereto as part of Exhibit A and is incorporated herein by reference. 27. The Guaranty states, in pertinent part, that Seidel "unconditionally and irrevocably guarantees to the Landlord (1) the Tenant's due and punctual payment in full (and not merely the collectibility [sic]) of any and all rent and other sums required to be paid by the Tenant under the provisions of the Lease. " 28. As a consequence of the foregoing, and in accordance with the terms of the Guaranty, Seidel is obligated to WPSC for the amount of 49,412.08, plus additional interest that accrues at the rate of six percent (6%) per annum from January 1, 2010 and attorney's fees that WPSC incurs in this action after December 29, 2009. 4 29. Seidel has refused to perform his covenants under the Guaranty, despite written demand by WPSC, and is thus in default of the Guaranty. 30. Seidel has directly and materially breached the terms and conditions of the Guaranty by failing to pay the amounts owed under the Guaranty when demanded. 31. WPSC has substantially performed all obligations required of it under the Lease and Guaranty. WHEREFORE, WPSC respectfully requests that this Honorable Court enter judgment in its favor and against Seidel, jointly and severally with Venmar, for the amount of $49,412.08, together with costs, additional interest that accrues at the rate of six percent (6%) per annum from January 1, 2010, attorney's fees that WPSC incurs after December 30, 2009, and for such other relief as this Court deems just and appropriate. Respectfully Submitted, Cohen S & Furman, PC Date: I L1v-' Occ Steven M. Williams, PA I.D. #62051 silliams@cohenseglias.com 240 North Third Street, 7t' Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff 5 LEASE AGREEMENT This LEASE, Made July 7i , 2006 by and between WINDSOR PARK SHOPPING CENTERS, LLP, hereinafter called "Landlord", and VENMAR INVESTORS, INC., hereinafter called Tenant". WITNESSETH: That in consideration of the mutual promises herein contained, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the apace within the building (the "Building") located at 5202 Simpson Ferry Road, Mechanicsburg, PA 17055 and known as Suites 106 & 107, containing an agreed upon amount of 2,400 rentable square feet, said space being shaded on Exhibit "A" attached hereto (the "Premises") for the term of five (5) years (the "Term") beginning on the Lease Term Commencement Date as hereinafter defined. The Occupancy Date, whenever used herein, shall be the earlier to occur of the following: (a) the date when the premises are ready for occupancy; or (b) the date when the Tenant shall take possession of or occupy the premises. The Commencement Date for rent purposes (the Rent Commencement Date), whenever used herein, shall be the sooner of the following: (a) ninety (90) days after Landlord delivers premises 'to Tenant or (b) the date Tenant opens to the public for business. The Commencement Date for lease term purposes (the Lease Term Commencement Date), whenever used herein, shall be the Rent Commencement Date provided such date is the first of a month. If such date is not the first of a month, the Lease Term Commencement Date shall be the next succeedi-ng first of a month after the Rent Commencement Date. The premises shall be deemed ready for occupancy when the work to be done by the Landlord is substantially completed or would have been except for delay due to Tenant. 1. Rent: The total annual rental for the first year of the term shall be Thirty-One Thousand Two Hundred Dollars ($31,200.00), which the Tenant covenants to pay in advance in equal monthly installments of Two Thousand Six Hundred Dollars ($2,600.00), the first installment of which is due and payable simultaneously with the execution hereof. If the Rent Commencement Date is other than the first day of a calendar month, the rental for the period beginning on the Rent Commencement Date and ending on the last day of that calendar month (the "Partial Month"), which shall be calculated at 1/365` of the annual rental per day, shall be due and payable on the Rent Commencement Date; the Partial Month shall be added to and form a part of the first Lease Year. The total annual rent in each subsequent year of this lease shall be as follows: Year Annual Rent Monthly Rent 2 $32,136.00 $ 2,678.00 3 $33,100.08 $ 2,758.34 4 $34,093.08 $ 2,841.09 5 $35,115.87 $ 2,926.32 2. Pay ment, Late Charge, Time of Essence: The Tenant covenants to pay the rent as herein provided. without deduction whatsoever, and without any obligation on the Landlord to make demand for it. To any installment of rent accruing hereunder and any other sum payable hereunder, if not a? paid within five (5) days of when due, shall be added a late charge of five (5%) percent of the amount overdue for each month the payment is late. Time is of the essence in this lease. Payments shall be made to Landlord at the address set forth herein for Notice. Increases in Real Estate Taxes: (a) Tenant covenants and agrees to pay Landlord within thirty (30) days of Landlord's notice to Tenant, as additional rent, Tenant's proportionate share (being equal to the percentage obtained by the fraction of the square footage of the Premises over the leaseable square footage of the building containing the Premises) of such amount due, of any real estate taxes assessed against the land and/or building(s) in which the premises are included. If this Lease shall be in effect for less than a full tax fiscal year, Tenant shall pay a prorated share of the taxes, based upon the number of months that this Lease is in effect. "Taxes" as used herein shall include, but not by way of limitation, all paving taxes, personal property taxes, and any and all other benefits or assessments which may be levied on the premises or the land or building(s) in which the same are situate, but shall not include any income tax on the income or rent payable hereunder. Any reasonable expense incurred by Landlord in contesting any real estate tax shall be included as an item of taxes for the purpose of computing additional rent due the Landlord. (b) Landlord shall have the option, upon written notice to Tenant to collect, together with the monthly payment of rent hereunder, an amount equal to one-twelfth (1/12) of Tenant's proportionate share of the estimated real estate taxes due for the next succeeding fiscal year so that Landlord shall have an amount sufficient to pay such taxes when due. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such taxes. (c) The first "Lease Year" is defined as the first twelve (12) full calendar months of the term; subsequent Lease Years are subsequent twelve (12) month periods. 4. Care of Premises: (a) Tenant agrees that he will take good care (including repairs and/or replacements) of the Leased Premises, fixtures, and appurtenances, including exterior doors and windows, window frames, hardware and the like, and meters, plumbing, heating and air conditioning equipment (including that on the exterior of the Demised Premises exclusively serving the Premises), and keep same in good order and repair throughout the term of this Lease, and suffer or permit no waste or injury; Landlord shall assign to Tenant, for the benefit of the Tenant, to the extent they are assignable, any warranties on such equipment furnished Landlord by the Seller and/or provider thereof; that Tenant will conform to all laws, orders, and regulations of the Federal, State, County and City authorities, or any of their departments, and will not, through its own act or neglect, cause any situation to exist in or about the Leased Premises which would constitute a violation of any applicable Federal, State, County, or City Code Regulation or Ordinance governing use, occupancy, health, sanitation, or fire; that he will repair at or before the end of the term, or sooner if so requested by the Landlord, all injury done by the installation or removal of furniture or other property, and will surrender the Leased Premises at the end of the term broom cleaned in as good condition as they were at the beginning of the term, ordinary wear and tear and casualties by fire and elements excepted. In the event of any increase in insurance as a result of the failure of the Tenant to comply with the provisions of this Paragraph, the Tenant will pay the amount of such increase as additional rent within thirty (30) days after the Landlord's written demand. The Landlord shall be under no liability to the Tenant for any discontinuance of heat, air conditioning, and hot water unless due to Landlord or Landlord's agents, employees or contractor's negligence. The Landlord shall not be liable for any loss or damage to the Tenant caused by rain, snow, water or storms that may leak into or flow from any part of the premises through any defects in the roof or plumbing or from any other source unless due to Landlord or Landlord's agents, employees or contractor's negligence. (b) Landlord agrees to maintain and will keep in good repair the steel and masonry structure of the building containing the premises, the roof of the building containing the premises, the common areas serving the premises and the parking areas serving the premises. (c) Tenant shall not place a load upon any floor of the Demised Premises that exceeds the lesser of (i) floor load per square foot which such floor was designed to carry or (ii) the maximum floor load per square foot allowed by law. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient in Landlord's reasonable judgement to absorb and prevent vibration, noise and annoyance. (d) Tenant shall provide reasonable access to Landlord for and there shall be no allowance to Tenant for any diminution of rental value and no liability on the part of the Landlord by reason of inconvenience, annoyance or injury to business arising from the making by Landlord, Tenant or others of any repairs, additions, alterations or improvements in or to the Demised Premises and the building containing the premises, or in or to the fixtures, appurtenances or equipment thereof. (e) Tenant covenants and agrees that it will, at Tenant's cost, procure and maintain service/maintenance contracts/policies (the "Contracts"), the issuers and contents of which shall be satisfactory to Landlord (whose judgment in that regard shall be reasonably exercised), in force throughout the term of this Lease (including any renewal term) for the heating, ventilation and air conditioning systems serving the Leased Premises, in order that those systems and their components will be kept in good working order. Copies of the Contracts will be furnished to Landlord as appropriate, throughout the term (including renewal term). If Tenant has failed to submit proof to Landlord that the Contracts required hereby are in force, at any time, Landlord may (but shall not be required to) procure the appropriate Contracts for Tenant, and the cost thereof shall be additional rent due by Tenant to Landlord and shall be due and payable by Tenant to Landlord within ten (10) days after Landlord sends Tenant documentation thereof. Whether or not such Contracts are in force, Tenant shall be responsible for the cost of all needed repairs and/or replacements to each and every component of each and every said system. (f) In the event Tenant shall not proceed promptly and diligently to make any repairs or perform any obligation imposed upon it by this Section within ten (10) days after receiving written notice from Landlord to make such repairs or perform such obligation, then and in such event, Landlord, may, at its option, enter the premises and do and perform the things specified in said notice, without liability on the part of Landlord for any loss or damage resulting from any such non-negligent action by ? ?,i Landlord and Tenant agrees to pay promptly upon demand any cost or expense (including Landlord's administrative expenses of five percent (5%) of direct costs) incurred by Landlord in taking such action. (g) Notwithstanding anything to the contrary herein, Landlord shall warrant its work within the premises and the systems serving the premises for a period of one (1) year from the occupancy date hereunder provided, however, the need for any repair or replacement during the warranty period is not the result of Tenant's negligence or misconduct, nor of the breach of any obligation of Tenant as set forth herein. Notwithstanding anything to the contrary contained herein, Landlord shall be responsible for the cost of repairs above $600 per service call to said unit or to replace the unit in its entirety if required (not including any costs associated with any service contract), provided said repairs are not required due to Tenant negligence or misconduct. To be paid for by Landlord, said HVAC work must be performed by Landlord and not by any subcontractor hired by Tenant. If Landlord replaces an HVAC unit at any time during this Lease, thereafter, Tenant shall be fully responsible for the cost of maintaining, repairing or replacing said unit. Utilities: Tenant shall, at its own cost and expense, pay all charges when due for water, gas, electricity, metropolitan district charges (sewer) and any other utility charges incurred in the use of the Leased Premises. Landlord shall, at Landlord's cost and expense, install separate electric, gas (if applicable) or water (if applicable) meters or sub-meters for each Tenant. 6. Use and Occupancy: The Premises are to be used only for the purpose of food preparation sessions, for off-site consumption only of said food and for session parties including cooked food samples and BYOB and administrative office and for no other purpose without Landlord's prior written approval which approval shall not be unreasonably withheld. Tenant will not use the Premises for any unlawful purpose; Tenant covenants not to conduct nor permit to be conducted on the Premises any business in violation of any law of the county or township in which the Premises are located or State or Federal law, ordinance or regulation. 7. Permitted Name: Tenant shall conduct business on the Demised Premises only in the name of Tenant or its affiliates and under no other name or trade name unless and until the use of some other name is pre-approved in writing by Landlord which approval shall not be unreasonably withheld. 8. Access by Landlord: The Landlord shall retain duplicate keys to all of the doors of the Leased Premises, and the Landlord or its agents shall have access to the Leased Premises at all reasonable business hours with prior notice in order to inspect same, to clean or to make necessary repairs, tenant improvements or building improvements within the Leased Premises or the building with reasonable prior notice to Tenant unless a bona fide emergency situation exists at which time no notice is required. The Landlord shall have the right to show the Leased Premises to prospective tenants at any time during the final six (6) months of the lease term (including placing FOR LEASE signs in a window of the Premises) or any extension or renewal thereof, providing it does not materially adversely interfere with the Tenant's use of the Premises. Subordination: This Lease shall be subject to and subordinate at all times only to the lien of any first mortgage and/or deed of trust and to all advances made or hereafter to be made thereunder. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Upon written request from Tenant, Landlord, within a reasonable time after the full execution of this Lease, shall provide to Tenant a Subordination, Attornment and Non-Disturbance Agreement from Landlord's lender in a form reasonably acceptable to Landlord, Tenant and said lender. 10. Assignment or subletting: Tenant shall not assign, mortgage or encumber this Lease, nor sublet the premises or any part thereof without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed. In the event of the insolvency or bankruptcy of Tenant, this lease shall, at the option of the Landlord, terminate forthwith, and this Lease shall not, by operation of law or otherwise, be considered a part of the Tenant's estate. 11. Alterations: The Tenant covenants not to make or permit any alterations, additions or improvements to said premises which affect the structural, mechanical or the aesthetic (i.e. visible from the exterior of the premises) integrity of the building without the prior written consent of the Landlord which consent shall not be unreasonably withheld, and all additions and improvements made by Tenant, except only moveable office furniture, and equipment, shall become the property of the Landlord at the termination of this Lease or the vacating of this premises. At the Landlord's request made at the time the consent is given to said alterations or improvements, all alterations and improvements made after the initial buildout shall be restored to their original condition by Tenant at Tenant's expense at the termination of this Lease. 12. Increased Fire Insurance Rate: Tenant shall not do, suffer to be done or keep or suffer to be kept anything in, upon or about the Demised Premises which will contravene Landlord's policies insuring against loss or damage by fire or other hazards, including but not limited to public liability or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything be done, omitted to be done or suffered to be done by Tenant or kept or suffered by Tenant to be kept in, upon or about the Premises that shall cause the rate of fire or other insurance on the Premises or other property of Landlord in companies reasonably acceptable to Landlord (i.e. rated B+ or greater by A.M. Best) to be increased beyond the minimum rate from time to time applicable to the Demised Premises for use for the purposes permitted under this Lease, Tenant will pay the amount of such increase promptly upon Landlord's demand as additional rent. Landlord represents that Tenant's permitted use set forth in the Lease does not by itself increase said insurance rate. 13. Common Facilities: The Common Facilities which may be furnished by Landlord in or near the building containing the premises are for the general common use of Tenants, their officers, agents, employees and customers, including, without limitation, all parking areas, access roads, employee parking areas, driveways, loading docks and areas, delivery passages, sidewalks, malls, courts and ramps, landscaped and planted area, retaining walls, 1 G? stairways, bus stops, lighting facilities, comfort stations, elevators and other areas and improvements, but shall at all times be subject to the exclusive control and management of Landlord. Landlord reserves the right, in its sole discretion, to change, rearrange, alter, modify, reduce or supplement any or all of the common facilities so long as adequate facilities in common are made available to Tenant herein and said changes do not materially adversely affect Tenant's use of the Premises. 14. Appearance Outside: Tenant shall maintain its show windows in a neat and clean condition, shall keep the sidewalks adjoining the Demised Premises clean and free from rubbish, and shall store all trash and garbage in the dumpsters provided by Tenant. Tenant shall not burn any trash of any kind in or about the building, nor shall Tenant permit rubbish, refuse or garbage to accumulate or fire hazard to exist about the Demised Premises. 15. Signs : The Tenant shall not display any sign, picture, advertisement, awning, merchandise, or notice on the outside or roof of the building of which the Demised Premises are a part, nor on the exterior of the Demised Premises unless approved by the Landlord in writing. Said sign shall be in conformity, as to size, style and location, with the signage scheme established by the Landlord for the Building. Tenant shall, within a reasonable time, submit to Landlord for Landlord's approval, a sketch of the sign. Tenant shall have right to correct the style or size of the sign or lettering thereon, providing same conform with the scheme mentioned above, but the corrections shall be only with respect to the spelling of the names to be displayed thereon. Landlord, at Tenant's cost, requires Tenant to place signage on the exterior of the building, in accordance with the approved signage scheme, prior to occupancy of the premises. 16. Display: The Tenant shall not display any merchandise, place vending machines, equipment or other obstructions on the outside of the building, on the outside of the Demised Premises or in any lobby or passageway adjoining the same. 17. Lout of Building: Landlord reserves the right at any time to relocate the various buildings, parking areas and other common areas on the property containing the premises. Landlord hereby reserves the right at any time to make alterations or additions to the buildings in which the Demised Premises are contained and to build additions adjoining the same or elsewhere in the Building. Landlord also reserves the right to construct other buildings or improvements in the area of the Building from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same provided said changes do not materially adversely affect Tenant's use of the premises. 18. Security Deposit: Tenant, contemporaneously with the execution of this Lease, has deposited with Landlord the sum equal to the first month's rent due hereunder, receipt of which is hereby acknowledged. Said deposit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at the option of Landlord, (but Landlord shall not be required to), appropriate and apply any portion of said deposit to the payment of such overdue rent or other sum. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant comply with all of said terms, covenants, and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant in full at the end of the term of this Lease, or upon the earlier termination of this Lease, the said Security Deposit shall be returned to Tenant; no interest thereon shall accrue nor shall any interest be paid to Tenant. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Demised Premises, in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit provided said purchaser assumes Landlord's obligations regarding the security deposit. 19. Damage to Premises: If the Premises are partially damaged by fire or other casualty, not the fault of the Tenant, Landlord shall make repairs as speedily as conveniently possible. Notwithstanding the above, if the premises is not repaired within 120 days, Tenant shall, within 180 days of such damage and with sixty (60) days prior written notice to Landlord, have the option to terminate this Lease. If the damage is so extreme as to render the Premises wholly unfit for occupancy, the rent shall cease until the Premises are put into repair by the Landlord. In the event of total destruction of the building of which the Demised Premises form a part, or if in the reasonable judgment of the Landlord the damage to the Demised Premises cannot be repaired within one hundred twenty (120) days, or if the Landlord shall decide not to restore or repair the same, or shall decide to demolish the building, the Landlord or Tenant may, within sixty (60) days after such fire or other casualty, by notification to the other party, terminate this Lease. In the event the Premises are only partially damaged and fit for occupancy, Tenant shall continue to pay rent, which rent shall be equitably adjusted. In no event shall Landlord be liable for any loss or damage sustained by Tenant by reason of fire or other accidental casualty. In the event more than fifty (50t) percent of the building is destroyed and the Leased Premises are substantially unfit for occupancy, the Tenant may terminate this Lease upon thirty (30) days prior written notice to the Landlord and rent shall cease as of the date of the casualty. 20. Waiver or Breach: No waiver of any breach of the covenants, provisions or conditions contained in this Lease shall be construed as a waiver of the covenant itself or any subsequent breach itself; and if any breach shall occur and afterwards be compromised, settled or adjusted, this Lease shall continue in full force and effect as if no breach had occurred. 21. Rules and Regulations: Tenant shall comply with all rules and regulations set forth in the Addendum attached hereto which rules and regulations are hereby made a part of this Agreement. Any violation of said rules shall be a default under this Lease. Landlord shall have the right to make additions and amendments to the Rules and f?; Regulations, which shall be as binding on Tenant as if set forth herein, provided such additions and amendments do not materially and adversely affect the Tenant's use of the Demised Premises, do not raise Tenant's basic rental obligations, are not inconsistent with the terms of this Lease, Tenant receives written notification of such changes and said rules are consistently applied to all tenants in the Building. 22. Insurance: (a) The Tenant agrees to procure and maintain in force commercial general insurance in a company or companies acceptable to Landlord for the leased premises which policies shall be written to protect the Tenant and the Landlord in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence with at least an aggregate of Two Million Dollars ($2,000,000) per occurrence excess coverage and with Fire Legal Liability coverage in the amount of Fifty Thousand Dollars ($50,000). Tenant also agrees to furnish to Landlord certificates of the issuance and maintenance of such policies of insurance, all of which shall be paid for by the Tenant. Landlord and David S. Brown Enterprises, LTD, Landlord's management agent, shall be named as additional named insured. In addition, Tenant shall provide Landlord with an endorsement to the policy adding Landlord as an additional insured. Tenant agrees to forward a copy of such endorsement to Landlord immediately upon the receipt of said endorsement from its insurance carrier. Tenant shall also maintain, throughout the terms(s) herein, workmen's compensation as required by the State of Maryland. Evidence of insurance required hereunder shall be provided by way of company issued certificates to be delivered prior to occupancy of premises and prior to insurance renewal anniversary. Each certificate shall also provide for thirty (30) days advance notice in the event of cancellation or non-renewal. (b) Landlord and Tenant shall cause the insurance policy carried by each such party insuring the Leased Premises and/or its fixtures and contents against loss by fire or other casualties to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant in connection with any loss or damage covered by any such policies. Neither party shall be liable to the other for loss or damage caused by fire or any other risk included in the coverage of the standard fire and extended coverage insurance in Maryland (provided that such insurance was obtainable with waiver of subrogation in advance of loss at the time of such loss or damage), notwithstanding that such loss or damage is caused by or occurs through or as result of any acts or omissions (negligent or otherwise of a party hereto, or his or her agents, servants or employees or any other cause which would result in liability under this Lease or by operation of law. If the release of either Landlord or Tenant, as set forth in the second sentence of this Paragraph, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed secondary to the liability of the other party's insurer. 23. Indemnity: Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees) in connection with loss of life, personal injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant of the Leased Premises or any part thereof, to the extent occasioned wholly or in part, by act or omission of Tenant, its agents, contractors, or employees, servants, lessees or invitees. In case Landlord shall, without fault on its part, be made a party to any r?? litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Landlord in connection with such litigation. Except as otherwise herein provided, Tenant shall indemnify Landlord for any damage to any property of Landlord caused by or arising out of or in connection with any act or omission of Tenant, its employees, servants, agents, contractors, or invitees, or Tenant's occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or any breach by Tenant of any term, covenant or condition of this Lease to be performed or observed by Tenant. Landlord will indemnify Tenant and save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees) in connection with loss of life, personal injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Landlord of the Leased Premises or any part thereof, to the extent occasioned wholly or in part, by act or omission of Landlord, its agents, contractors, or employees, servants, lessees or invitees. In case Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord, then Landlord shall protect and hold Tenant harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Tenant in connection with such litigation. Except as otherwise herein provided, Landlord shall indemnify Tenant for any damage to any property of Tenant caused by or arising out of or in connection with any act or omission of Landlord, its employees, servants, agents, contractors, or invitees, or Landlord's occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or any breach by Landlord of any term, covenant or condition of this Lease to be performed or observed by Landlord. 24. Condemnation: In the event the whole or any part of the Leased Premises shall be taken under the power of eminent domain, or sold under threat thereof, or taken in any manner for public use, the Landlord, at its option, may terminate this Lease, which Lease shall then terminate on the effective date of the condemnation or sale. The compensation awarded or paid for such taking, both as to Landlord's reversionary interest and Tenant's interest under this Lease, shall belong to and be the sole property of the Landlord. Tenant shall have no claim against the Landlord or be entitled to any award or damages other than an abatement of the rent beyond the period of termination date and compensation paid for moving expenses and/or cost of removal of stock and/or trade fixtures. 25. Additional Rent and Attorney's Fees: Whenever, under the terms of this Lease, any sum of money is required to be paid by Tenant in addition to the rental herein reserved, whether or not such sum is herein designated as "additional rental", or provision is made for the collection of such sum as "additional rental", said sum shall, nevertheless, at Landlord's option, if not paid when due, be deemed additional rent, and shall be collectable as such. Landlord may apply any sums paid by Tenant to rent, additional rent or any other sum due Landlord in whatever order Landlord prefers. In the event of employment of an attorney by the Landlord because of the violation of any term or provision of this Lease, the Tenant shall pay the reasonable attorney's fees of the Landlord if Landlord prevails ??ti 26. Covenant to Surrender: This Lease and the tenancy hereby created shall cease and terminate at the end of the original term hereof, without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of.law respecting summary recovery of possession of the premises from a Tenant holding over to the same extent as if statutory notice was given, provided, however, that this Lease and the tenancy hereby created shall not so cease and terminate at the end of the original term if the Tenant shall have been granted an option or options to renew and shall have exercised said option or options in accordance with the terms thereof and shall be entitled to remain in possession under said option and/or options. In said event, this Lease and the tenancy hereby created shall cease and terminate at the end of the last option period exercised under the terms of this Lease without the necessity of any notice of termination from either Landlord or Tenant, and the Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of law respecting summary recovery of possession of premises from the Tenant holding over to the same extent as if statutory notice were given. If Tenant shall occupy the premises after such expiration or termination, it is understood that Tenant shall hold the premises as a tenant from month to month, subject to all the other terms and conditions of this Lease, at an amount equal to one and one-half the highest monthly rental installment reserved in this Lease. 27. Quiet Enjoyment: Landlord covenants that, upon the payment of the rent herein provided, and the performance by the Tenant of all covenants herein, Tenant shall have and hold the premises, free from any interference from the Landlord, except as otherwise provided for herein. 28. Tenant Default: (a) In case of the non-payment of rent within five (5) days of the times provided for herein, the Landlord shall have the right to enter the same by operation of law and remove Tenant from the Premises. Tenant shall have the right and option to terminate his operations at the premises and vacate same provided such vacate right shall not relieve Tenant from its obligation to make rent payments under the Lease. (b) It is agreed that upon any default on the part of the Tenant of any provision or covenant of this Lease other than the.non-payment of rent, the Landlord shall have the right, after thirty (30) days written notice to the Tenant ("Default Notice"), to perform therefore on behalf of the Tenant at the risk and expense of the Tenant and to render a bill for the cost thereof to the Tenant, which shall be payable as rent unless said default cannot be cured within thirty (30) days and Tenant has commenced curing and is diligently pursuing said cure. Upon failure of the Tenant to pay such bill within thirty (30) days after sending such bill to the Tenant at the Leased Premises, the Landlord shall have the same rights against the Tenant (and with reference to the leased premises) as it has in the event of non-payment of rent. (c) The Landlord shall have the right after the (i) non-payment of rent within the applicable time period provided for herein or (ii) after Default Notice of a violation by the Tenant of any of the covenants or provisions on the part of the Tenant contained in this Lease, to re-enter and take possession of the Leased Premises by court order if the violation has not been corrected within said applicable time period (provided that if the Tenant has commenced to repair the Premises within said applicable time period as to non-monetary defaults and proceeds, with due diligence to complete same, it shall not constitute a default), and it is further agreed that notwithstanding such re- entry, the Tenant shall remain liable for all rent and other damages and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in its sole discretion, shall deem proper, all of which shall be at the risk and expense of the Tenant. In addition, Landlord, at its option, shall have the right to repossess the Leased Premises and terminate this Lease. (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Leased Premises and dispossess Tenant, the legal representatives of Tenant, or other occupant of the Leased Premises, and remove their effects and hold the Premises as if this Lease has not been made. The Landlord shall also be entitled to the benefit of all provisions of law for the recovery of land and tenements held over by Tenant in Cumberland County, PA, including the benefit of any public, general or local laws relating to the speedy recovery of possession of lands and tenements held over by lessees in Baltimore County or that may hereafter be enacted. (e) It is expressly agreed and understood that the exercise of any one or more of said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be cumulative and may be exercised simultaneously. 29. Notice: All notices from Tenant to Landlord shall be sent by Registered or Certified Mail, Return Receipt Requested, hand delivery or nationally recognized overnight delivery service and addressed to Landlord at P.O. Box 548, 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117. Prior to occupancy, all notices to Tenant shall be sent to: Jeffrey J. Seidel 3 Midway Drive Dillsburg, PA 17019 After occupancy of the demised premises, all notices from Landlord to Tenant shall be sent by Registered or Certified Mail, Return Receipt Requested, Hand Delivery, or nationally recognized overnight delivery service and addressed to Tenant at the premises. Either party may from time to time, designate, in writing, by Notice, a substitute address, and thereafter all notices shall be sent to such substitute address. 30. Other Taxes: Tenant shall assume and pay to Landlord, as additional rent, prior to the imposition of any fine, penalty, interest or costs for the non-payment thereof, all excise, sales, gross receipts, or other tax (other than a net income or excess profits tax) which may be (i) assessed or imposed on or be measured by such rent or other charge which may be treated as rent, or (ii) which may be imposed on the letting or other transaction for which such tax is payable and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted by any governmental authority. In the event any tax is imposed pursuant to this Section in place of the real property tax, then Tenant shall receive credit for an amount equal to its 11 i proportionate share of the Base Year tax which would have been paid pursuant to Section 3 hereof. 31. Representations: Landlord or Landlord's agents have made no representations or promises with respect to the said building or Demised Premises except as herein expressly set forth. 32. Trial by Jury: Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counter claim brought by either of the parties hereto 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 demised premises, and/or any claim of injury or damage, and any emergency statutory or any other statutory remedy. 33. Parking: During the term of this Lease, customers of Tenant will be entitled to the non-exclusive use, free of charge but in common with others, of the driveways, footways, and parking areas provided that such use shall be subject to such rules and regulations as Landlord may, from time to time, prescribe governing the same; and provided further that Landlord shall at all times have full and exclusive control, management and direction of said driveways, footways and parking areas. Landlord shall further have the right to police the same; to restrict parking by Tenant, their agents and employees; to designate employee parking areas; to close temporarily all or any portion of the parking areas or facilities as may be required for proper maintenance and/or repairs; to discourage non-customer parking; and to do and perform such other acts in and to such areas in the use of its business judgment, the Landlord shall determine to be advisable in order to improve or make more convenient use thereof by Tenant, their officers, agents, employees and customers. The Landlord may, from time to time, change the location, layout and arrangement of the parking areas, driveways and footways and reduce the same by erecting therein store buildings and other structures or improvements of any kind provided said changes do not materially adversely affect Tenant's reasonable use of the Premises. 34. Gender: Reference to masculine, feminine or neuter shall include proper gender as the case may be. If more than one Tenant is named herein, the obligations of the person so named shall be joint and several. 35. Construction of Premises: To the extent possible, Landlord shall make available to Tenant the benefits of all warranties and guarantees obtained from contractors, subcontractors, suppliers and manufacturers in connection with the original construction and subsequent alteration and repair of the premises and appurtenances. 36. Access by Tenant: Prior to the commencement date, Landlord shall allow the Tenant and their agents or employees to enter upon the premises for the purpose of erecting fixtures and improvements not provided by the Landlord. The Tenant covenants that they and their agents or employees shall enter on the premises and do their work at such times and in a manner which will not interfere with the work being performed by the Landlord. The Tenant further covenants that all work done by them or on their behalf 12 V shall be done in a good and workmanlike manner. The entry upon the premises by the Tenant or their agents or employees pursuant to this Paragraph shall not be deemed to be occupancy of the premises. 37. Estoppel Certificates: Tenant agrees that at any time, and from time to time, upon not less than ten (10) days prior written notice by Landlord, it will execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications) and the dates to which the rent and other charges have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered hereunder may be relied upon by any third party not a party to this Lease. 38. Landlord's Liability: It is understood that Landlord is a Maryland Limited Liability Partnership, and it is agreed, that in the event of the entry of any judgment against the partners of said partnership, as it is now or may hereafter be constituted, arising out of or by virtue of any obligation required of Landlord pursuant to this Lease, no assets of any partners shall be liable to levy and/or execution and/or sale for satisfaction of said judgment except for the partner's interest in the property of said partnership. In any action brought to enforce the obligations or liabilities of Landlord under this Lease, any judgment or decree shall be enforceable against Landlord only to the extent of Landlord's interest in the Lease Premises. And no such judgment shall be the basis of execution on, or be a lien on, assets of Landlord other than Landlord's interest in the Leased Premises. 39. Landlord's Insurance Premium: Tenant agrees to pay as additional rent, within thirty (30) days after being billed therefor by Landlord, its proportionate share as defined in this Lease, of any and all insurance premiums charged Landlord for Landlord's fire, extended coverage and liability insurances, including umbrella coverage with respect to the Building. Such additional rent shall be pro- rated for the last lease year. 40. Possession: Notwithstanding the date the premises is ready for occupancy or any delay therein, the Lease shall nevertheless continue in full force and effect and Tenant shall have no right to rescind, cancel or terminate the same, nor shall the Landlord be liable for damages, if any, sustained by Tenant's inability to obtain possession on such date, except that the commencement date shall be moved forward to the date on which possession is made available. 41. Landlord's Work Tenant agrees to occupy the premises AS IS except the following modifications will be supplied by Landlord at Landlord's sole cost and expense: 13 a. Replace damaged ceiling tiles as needed. b. Remove counter. C. All plumbing to be in good working condition. 42. Hazardous Materials: Tenant, its employees, licensees, invitees, agents and contractors shall not use, manufacture, release, store or dispose of on, under or about the Premises any explosives, flammable substances, radioactive materials, asbestos in any form, paint containing lead, materials containing urea formaldehyde, polychlorinated biphenyls, or any other hazardous, toxic or dangerous substances, wastes or materials, whether having such characteristics in fact or defined as such under federal, state or local laws or regulations and any amendments thereto (all such materials and substances being hereinafter referred to as "Hazardous Materials") provided that Tenant may store products which are of a type customarily found in offices (such as toner for copiers and the like) in a careful, safe and lawful manner and without contaminating the Premises, the Building, the Property or the environment. 43. Common Area Maintenance: Landlord or its affiliates, subsidiaries, agents or employees shall be responsible for the maintenance of landscaping around the building(s) (lawncutting, snow removal, trash removal, administrative fees, etc.) in which the premises are located, as well as all the cost and expense of repainting and general exterior maintenance and other maintenance of the common area, parking area, driveways and alleys. Landlord or its affiliates, subsidiaries, agents or employees shall also be responsible for the cost and expense of maintaining and illuminating the common areas around the buildings(s). Tenant shall reimburse Landlord for Tenant's proportionate share as hereinafter defined of such costs within fourteen (14) days after Landlord's request therefor. At Landlord's option, Tenant shall pay Landlord one twelfth (1/12) of Landlord's reasonable estimate of such costs on an annual basis, which payment shall be included with Tenant's monthly payment of base rental. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such costs by Landlord. Landlord shall provide Tenant with written notice (the "Adjustment Notice") of the actual adjustment to be made by and between Landlord and Tenant. Upon ten (10) days advance written notice received by Landlord no later than thirty (30) days after the Adjustment Notice is sent, Tenant may inspect Landlord's books and records pertaining to such costs for the immediately preceding lease year at a location and date reasonably acceptable to Landlord but no later than ninety (90) days after the Adjustment Notice is sent. Tenant shall have no additional right to inspect Landlord's books and records unless specifically stated otherwise in this Lease. 44. Renewal Option: Landlord covenants and agrees that if Tenant shall not be in default in the performance of any of the covenants, conditions and agreements of this Lease, Tenant shall have the right and privilege, at its election, to renew this Lease for one (1) further term of five (5) years by signifying its intention to renew, in writing, to the Landlord no later than six (6) months preceding the termination date of the preceding term of this Lease, time being of the essence. This renewal term shall be upon the same terms, covenants and conditions as are set forth herein for the preceding term, saving that the annual rent (as set forth in Section 1 of this Lease) for each year of the renewal term shall increase by three percent (30) per year. 14 /0-)05 45. Exclusive: Specifically excluding tenants currently existing within the shopping center and provided Tenant is not in default during the term of this Lease, Landlord agrees not to lease space within the shopping center to another retail operation who provides food preparation sessions for off-site consumption of ready-to-cook dinner entrees. 46. Miscellaneous: This Lease and the covenants, terms and conditions contained herein shall inure to the benefit of and be binding on Landlord, provided that if Landlord sells or otherwise transfers title to building, the Landlord shall be relieved of all covenants and obligations hereunder upon completion of such sale or transfer, and it shall be considered that the transferee shall assume and agree to carry out all of the obligations of the Landlord hereunder. This Lease and the covenants, terms and conditions contained herein shall be binding on and inure to the benefit of the Tenant, its heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Lease, its assigns. IN WITNESS WHEREOF, the parties hereto, by the properly authorized persons and with their respective seals attached, have duly executed this Lease the day and year first above written. WITNESS: WINDSOR YKRK SHOPPING CENTERS, LLP A In , _4 9 BY: (SEAL) Arth H Adler WITNESS: VE INVESTORS, INC. T/A MY GIR FRIEND'S KITCHEN i CT.tilc? BY : (SEAL) a Jefftey J. Seidel VENMAR INVESTORS-WP-TN 7/06/06 15 ADDENDUM #1 RULES AND REGULATIONS 1. The sidewalks, halls passages, elevators and stairways shall not be obstructed by any of the tenants, or used by them for any other purpose than for ingress and egress to and from their respective leased premises. 2. Tenants, their clerks or servants, shall not make or commit any improper noises or disturbances of any kind in the building, or mark or defile the waterclosets, toilet rooms, walls, windows, elevators or doors of the building, or interfere in any way with other tenants or those having business with them. 3. No carpet, rug or other article shall be hung or shaken out any window or placed in corridors as a door mat, and nothing shall be thrown or allowed to drop by the tenants, their clerks or employees, out of the windows or doors, or down passages or shafts of the building, and no tenants shall sweep or throw, or permit to be thrown from the leased premises, any dirt or other substance into any of the corridors or halls, elevators, shafts or stairways of said building. 4. The toiletrooms, waterclosets, and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweeping, rubbish, rags, ashes, chemicals, or the refuse from electric batteries, or other unsuitable substances, shall be thrown therein. Any damage resulting from such misuse or abuse shall be borne by tenant by whom or by whose employees or visitors it shall be caused. 5. Nothing shall be placed on the outside of the building. No sign or equipment shall be placed on the interior of the windows, windowsills, or projections so as to be visible from the exterior of the building. 6. No sign, advertisement, or notice shall be inscribed, painted or affixed on any part of the outside or inside of said building unless of such color, size, and style, and in such places upon or in said building as shall be first designated by Landlord. Other than the initial building standard suite signs provided by Landlord, signs on doors and windows, where permitted or required, will be affixed for Tenant, at its cost, by a contractor and with a design approved by Landlord. 7. After permission to install telephones, call boxes, telegraph wires, or other electrical wires has been granted, Landlord will direct where and how same are to be placed. No wires shall be run in any part of the building outside of the leased premises excepting by or under the direction of Landlord. The attaching of wires to the outside of the building is absolutely prohibited. No boring or cutting of floors or partitions for wires is permitted except with prior written consent of Landlord. 8. Tenants may use their own safes, but Landlord shall have the right to prescribe the weight and proper position of safes, and no safe shall be hoisted or placed in any part of the building excepting under the direction of Landlord's agents. All damage to the building caused by installing, maintaining or removing safe, furniture, equipment or other property shall be repaired at expense of tenant. 9. Each tenant must, upon termination of his Lease, surrender all keys delivered to said tenant. ?5 10. Business machines and mechanical equipment shall be placed and maintained by tenant at tenant's expense in settings sufficient, in Landlord's reasonable judgment, to absorb and prevent vibration, noise and annoyance. 11. Any and all damage to floors, walls or ceilings or to personal property due to tenant or tenant's employees' failure to shut off running water in any piece of equipment shall be paid by Tenant. 12. Landlord reserves the right to exclude or expel from the building any persons who, in the judgment of Landlord, are intoxicated or under the influence of liquor or drugs, if their behavior is deemed to be disturbing to other tenants of the building, or who shall do anything in violation of the Rules and Regulations of the Building. Landlord assumes no responsibility and shall not be liable for any damage resulting from the admission of any authorized or unauthorized person to the building. 13. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 14. Tenant will not install blinds, shades, awnings, or other form of inside or outside window covering, or window ventilators or similar devices, without the prior written consent of Landlord. r ?> ADDENDUM #2 PERSONAL GUARANTY OF LEASE #1 This Guaranty of Lease (hereinafter referred to as this Guaranty"), made this Z7 day of July, 2006, by and between JEFFREY J. SEIDEL, a resident of the State of Pennsylvania, having an address at 3 Midway Drive, Dillsburg, PA 17019, (hereinafter referred to as "the Guarantor") and WINDSOR PARK SHOPPING CENTERS, LLP, a limited liability company organized and existing under the laws of the State of Maryland, having an address at c/o P.O. Box 548, 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117. Witnesseth, that to induce the Landlord to enter into a Lease (hereinafter referred to as "the Lease") by and between the Landlord, as landlord, and VENMAR INVESTORS, INC. T/A MY GIRLFRIEND'S KITCHEN (hereinafter referred to as "the Tenant"), as tenant, covering all of that real property, situate and lying in Mechanicsburg, Pennsylvania which consists of space having approximately 2,400 square feet of floor area located at 5202 Simpson Ferry Road, Suites 106 and 107, Mechanicsburg, PA 17055 (hereinafter referred to as "the Premises"), the Guarantor hereby unconditionally and irrevocably guarantees to the Landlord (1) the Tenant's due and punctual payment in full (and not merely the collectibility) of any and all rent and other sums required to be paid by the Tenant under the provisions of the Lease, (2) the due and punctual performance (and not merely the enforceability) of all of the Tenant's other obligations thereunder; and (3) the due and punctual payment in full (and not merely the collectibility) of any and all loss, damages or expenses incurred by the Landlord and arising out of any default by the Tenant in performing any of its obligations thereunder. The Landlord may, in its sole discretion, and without any notice to or consent of Guarantor, and without in any way releasing, altering, impairing or discharging the Guarantor's obligations and liability hereunder, from time to time (1) waive compliance with or any default under the provisions of the Lease; or (2) modify or supplement any of the provisions of the Lease; or (3) grant any extension or renewal of the terms of the Lease or any period referred to therein; or (4) effect any release, compromise or settlement in connection therewith; or (5) assign or otherwise transfer any or all of the Landlord's interest in the Lease, or (6) accept or discharge any other person as a guarantor of any or all of the Tenant's obligations under the provisions of the Lease or (7) accept or permit any proposed assignment or subletting under the provisions of the Lease. The Guarantor's obligations hereunder (1) shall be unconditional, irrespective of the enforceability of the Lease, the adequacy of any consideration given therefore, or any other circumstance which might otherwise constitute a legal or equitable discharge of a guarantor under applicable law (provided, however, that no determination by any court, governmental body or otherwise that any provision of this Guaranty or of the Lease is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision, or (b) such provision in any circumstances not controlled by such determination, it being the express intention of the parties that each such provision shall be valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law; (2) shall be primary; and (3) shall not be conditioned upon the Landlord's pursuit of any remedy which it has against the Tenant or any other person with respect to the Lease. It shall be an event of default under this Guaranty permitting the Landlord to declare a default under the Lease and pursue all remedies therefore if the Guarantor (1) applies for or consents to the appointment of a receiver, liquidator or trustee of the Guarantor or of all or a substantial part of its assets, (2) / 71? files a voluntary petition in bankruptcy or is generally unable to pay its debts as they become due, (3) makes an assignment for the benefit of creditors, (4) files a petition or an answer seeking a reorganization or an arrangement with creditors or seeking to take advantage of an insolvency law, (5) performs or suffers any other act of bankruptcy, reorganization or insolvency proceeding or if such petition is not dismissed within sixty (60) days. In witness whereof, the Guarantor has executed and ensealed this Guaranty, the day and year first above written. WITNESS or ATTEST: JI F Y J. SEIDEL COMMONWEALTH OF PENNSYLVANIA * COUNTY OF CUMBERLAND TO WIT I hereby certify that on this ? T-( day of July, 2006, before me, a Notary Public for the State and County aforesaid, personally appeared JEFFREY J. SEIDEL, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that he is a resident of the State of Pennsylvania and that he has executed the foregoing instrument on his behalf for the purposes therein set forth, and that the same is his act and deed. In witness whereof, I have set my hand and Notarial Seal, the day and year first above written. I Notary Public v"1J'?-- My commission expires on COMMONWEALTH OF PENNSYLVANA Noftw sw Sharon K Dmpnoya, Notary Pubk *Oon bWonE0q? W.UV4.p Member, Penneyivanla Aaaociauon of Notaries ? q5 EXh°I °t ? Simpson Ferry Road C Su. tob&1o7 Traffic Light ?s ^ qs, VERIFICATION I have read the foregoing Complaint and hereby affirm and verify that, to the best of my knowledge, information and belief, all of the statements made in the foregoing are true and correct and that false statements made therein may subject me to the penalties of 18 Pa.C.S.A. § 4904, relating to unsworn falsification to authorities. Windsor Park Shopping Centers, LLP Date: By: OA ci q C* 3710 f~IL~Tr-t"~~~r;C~ ZQtOFEB i I Q~ I~ 45 Cll ~~.~ ~ ur:.~ .~ Cohen Seglias Pallas Greenhall & Furman, PC Steven M. Williams, PA I.D. # 62051 swi lliams@cohensegl ias.com 240 N. Third Street, 7~' Floor Harrisburg, PA 17101 (717)234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, : IN THE COURT OF COMMON PLEAS OF LLP, by its general partner, Howard S. :CUMBERLAND COUNTY, PENNSYLVANIA Brown, Plaintiff v. VENMAR INVESTORS, INC., t/a My Girlfriend's Kitchen, and JEFFREY J. SEIDEL, Defendants To the Prothonotary: NO. 09-8926 Civil Term CIVIL ACTION -LAW Praecipe Please accept the attached Acceptance of Service as proof of service of the Complaint in this case. Respectfully submitted, Cohen Segl' Pallas G nhall & Furman, PC Date: ~/~'f /l(~ By: ~Xteven M. Williams, PA I.D. #62051 240 North Third Street, 8~' Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff # 902926-v 1 02112-0011 Cohen Seglias Pallas Greenhall & Furman, PC Steven M. Williams, PA I.D. # 62051 silliams@cohenseglias.com 240 N. Third Street, 7~' Floor Harrisburg, PA 17101 (7.17} 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, : 1N THE COURT OF COMMON PLEAS OF LLP, by its general partner, Howard S. Brown, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NO. 09-8926 Civil Term VENMAR INVESTORS, INC., t/a My Girlfriend's Kitchen, and JEFFREY J. SEIDEL, Defendants CIVIL ACTION -LAW ACCEPTANCE OF SERVICE I hereby accept service of the Complaint in this case on behalf of the Defendants, Venmar Investors, inc., tia 1VIy Girlfriend's i~itchen, and Jeffrey J. Seidcl, and certify that I am au±herized to do so. Res y Submitted, Robert E. Matta, PA I.D. #52846 21 Radio Station Road Shenandoah, PA 17976 (570) 624-7071 Attorney for Defendants #874645-v1 02112-0011 IN THE COURT O~ COMMON PLEAS OF CUMBERLAND COUNTY, PENNA. CIVIL DIVISION WINDSOR PARKS OPPING CENTERS LLP, by its general p ner, Howard S. Brown, . Case No. 09-8926 Civil Term vs. VENMAR INVEST RS, INC., t/a My : ~ ~;. Girlfriend's Kitchen, and JEFFREY J. - - _-:~ - _ -~ ~,~~, c~° SEIDEL, -_- , +~- ~~~ Defen ants r` ~~ - : ,-__ =- s~ - SUGGESTION OF BANKRUPTCY ~ t , -- =; ;;J .. ~YJS' . - Pursuant to 1 USC 362(a), take notice that the defendant, JEFFREY J. SAID,, a has filed for debt adj stment under Chapter 7 of title 11, United States Code, and that the case as to her is auto atically stayed. The case was filed on May 18, 2010 The case is b fore the United States Bankruptcy Court for the Eastern District of Pennsylvania, Case umber 10-21482ref. Further the dersigned certifies under penalty of perjury pursuant to 18 PA CSA 4904 that this sugges ion of bankruptcy has been served by first class United States mail upon those names be ow, on July 13, 2010 WINDSOR PARKS OPPING CENTERS, LLP Cohen Seglias Pallas Greenhall & Furman, PC Steven M. Williams, Esquire 240 N Third Street, cn Floor Harrisburg, PA 171' 1 Resp tfully submitted, ~; !A IdIARC KRANSON, ESQUIRE 523 Walnut Street Allentown, PA 18101 (610) 432-0720 Atty. LD. No. 17323 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNA. CIVIL DIVISION WINDSOR PARK SHOPPING CENTERS LLP, by its general partner, Howard S. Brown., Plaintiff vs. VENMAR INVESTORS, INC., tia My Girlfriend's Kitchen, and JEFFREY J. SEIDEL. Case No. 09-8926 Civil Term 27 .Z' C r? C - 0 Defendants SUGGESTION OF BANKRUPTCY Pursuant to I 1 USC 362(a), take notice that the defendant, JEFFREY J. SEIDEL, has filed for debt adjustment under Chapter 7 of title 11, United States Code, and that the case as to her is automatically stayed. The case was filed on May 18, 2010 The case is before the United States Bankruptcy Court for the Eastern District of Pennsylvania, Case Number 10-21482ref. An Order dated August 11, 2010 and signed by U.S. Bankruptcy Judge Fehling cancelling the judicial lien is attached to this Suggestion of Bankruptcy. Further the undersigned certifies under penalty of perjury pursuant to 18 PA CSA 4904 that this suggestion of bankruptcy has been served by first class United States mail upon those names below, on July 13, 2010 WINDSOR PARK SHOPPING CENTERS, LLP Cohen Seglias Pallas Greenhall & Furman, PC Steven M. Williams, Esquire 240 N Third Street, 7th Floor Harrisburg, PA 17101 RestCKRANSON, lly submitted, M ESQUIRE 523 Walnut Street Allentown, PA 18101 (610) 432-0720 Atty. I.D. No. 17323 Case 10-21482-ref Doc 24 Filed 08/11 /10 Entered 08/11 /10 15:32:54 Desc Main Document Page 1 of 1 UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In Re: Jeffrey J. Seidell Bankruptcy No. 10-21482 Debtor : Chapter 7 ORDER AND NOW, this day of 2010, upon the motion to avoid and cancel a judicial lien which impairs an exemption of the debtor, It is hereby ORDERED, ADJUDGED and DECREED that the judicial lien held by Windsor Park Shopping Centers, LLP, by its general partner, Howard S. Brown, in and on Debtors' residential real estate at 7071 Lincoln Drive, Macungie, Lehigh County, Pennsylvania, be and hereby is cancelled in its entirety. UNITED STATES BANKRUPTCY JUDGE