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HomeMy WebLinkAbout11-0456r IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA National Retail Properties Trust, Plaintiff, V. Doo Chung Enterprises, Inc. Defendant. M Docket No. bW l-y.5b C. /* Civil Action r s %tD -v M M } r a,t r1 CONFESSION OF JUDGMENT IN EJECTMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the defendant and confess judgment in ejectment in favor of the plaintiff and against the defendant for possession of the real property commonly referred to as 101 East King Street, Shippensburg, Cumberland County, Pennsylvania and with a legal description as follows: ALL those certain tracts or parcels of ground situate in the Borough of Shippensburg, County of Cumberland, State of Pennsylvania, more particularly bounded and described as follows: PARCEL #1: BEGINNING at the Southwest corner of a concrete monument set at the intersection of the Northwardly side of E. King Street with the Easterly side of North Penn Street; running thence North 24 degrees 55 minutes 33 seconds West, along the Easterly side of North Penn Street, a distance of 183.33 feet to the Northwest corner of a concrete monument; thence North 65 degrees 04 minutes 57 seconds East, a distance of 25.50 feet to the Northeast corner of a concrete monument in the Westerly boundary of lands now or late of Joel Shapley, hereinafter described as Parcel II; thence South 24 degrees 55 minutes 33 seconds East, along lands of said Parcel II, a distance of 183.33 feet to a point in the Northerly side of East King Street, said point being the Southwesterly corner of said Parcel II, thence South 63 degrees 36 minutes 27 seconds West, along the northerly side of East King Street, a distance of 25.50 feet to the point or place of BEGINNING. PARCEL II: BEGINNING at a point in the Northerly side of East King Street, a distance North 63 degrees 36 minutes 27 seconds East, 25.50 feet .' from the intersection of the Easterly side of North Penn Street with the Northerly side of East King Street, said point being the Southeast corner of land nor or formerly of Millicent Kitzmiller; thence North 24 degrees 55 minutes 33 seconds West, along the Easterly boundary of Parcel I, 183.83 feet to the Northeast corner of a concrete monument set at the Southeast corner of land nor or formerly of Dr. M.B. Etter; thence along the Easterly boundary of said land of Dr. M.B. Etter, North 23 degrees 57 minutes 10 seconds West, 73.40 feet to the Northwardly corner of a concrete monument set in the Southerly side of a 14 foot public alley, thence North 63 degrees 23 minutes 50 seconds East along the Southerly side of said 14 foot public alley, 36.62 feet to a point; thence South 24 degrees 56 minutes 20 seconds East, 257.19 feet to a point in the Northerly side of East King Street; thence South 63 degrees 36 minutes 27 seconds West, along the Northerly side of East King Street, 37.92 feet to the point or place of BEGINNING. PARCEL III: BEGINNING at a point at the northern side of East King Street (U.S. Route 11) 63.42 feet East of a monument at the Northeast corner of the intersection of N. Penn Street and East King Street (U.S. Route 11); also at the dividing line between lands now or late of the United States Government and premises herein described; thence North 24 degrees 56 minutes 20 seconds West, along the same 257.19 feet to a point on the Southern side of Martin Alley; thence North 63 degrees 23 minutes 50 seconds East, along the same 37 feet to a point at a line of lands now or late of Lee Diehl; thence South 24 degrees 56 minutes East, along the same 256.79 feet to a point on the Northern side of East King Street (U.S. Route 11); thence South 63 degrees 36 minutes 27 seconds West, along the same 37 feet to a point, the place of BEGINNING. BEING THE SAME PREMISES which Alvin L. Martin and Goldie E. Martin, Husband and Wife, by Deed dated June 16,1988, and recorded June 16, 1988, in the Recorder of Deeds Office in and for Cumberland County, PA, in Book K33, Page 116, granted and conveyed unto Uni-Marts. Inc., a Delaware Corporation. ATTORNEY FOR DEFENDANT, - C-'-Z"T + /--' David T. Miller Pa Bar # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA National Retail Properties Trust, Plaintiff, V. Doo Chung Enterprises, Inc. Defendant. m Fri - .. _Qr M `//.. Docket No ?b//' ?. e 7 Civil Action VERIFIED COMPLAINT FOR CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY A. Introduction This action is brought by National Retail Properties Trust ("NRPT") to obtain possession of commercial real property located within Cumberland County, Pennsylvania after the occurrence of a series of Events of Default on the part of the tenant. Pursuant to the Confession of Judgment Clause contained in the agreement between plaintiff and defendant, plaintiff NRPT is entitled to a judgment of ejectment. B. The Parties 1. Plaintiff National Retail Properties Trust is a Maryland real estate investment trust with a principal place of business and address of 450 South Orange Avenue, Suite 900, Orlando, Florida 32801. 2. Defendant Doo Chung Enterprises, Inc. is a Pennsylvania corporation with a principal place of business and address of 101 East King Street, Shippensburg, Cumberland County, Pennsylvania 17257. 3. Pursuant to Pa. Rule of Civil Procedure No. 1052, this Court has exclusive jurisdiction over this matter as it relates to the entry of a judgment of ejectment relating to real estate located within Cumberland County, Pennsylvania. C. The Commercial Lease Agreement and Assignments 4. On June 6, 2005, UNI-MARTS, LLC, the predecessor in interest to Plaintiff NRPT, and DHCS Corporation, the predecessor in interest to Defendant Doo Chung Enterprises, Inc., entered into a commercial real estate lease agreement. A true and correct copy of the June 6, 2005 Lease Agreement ("Lease Agreement") is attached hereto as Exhibit A. The contents of Exhibit A are incorporated herein as if set forth in full. 5. On August 22, 2006, DHCS Corporation assigned its interest in the Lease Agreement to Defendant Doo Chung Enterprises, Inc. A true and correct copy of the August 22, 2006 Consent to Assignment Agreement is attached hereto as Exhibit B. The contents of Exhibit B are incorporated herein as if set forth in full. 6. On April 1, 2009, NRPT's predecessor in interest, UNI-MARTS, LLC, assigned its interest to NRPT. A true and correct copy of the April 1, 2009 Assignment and Assumption of Lease Agreement is attached hereto as Exhibit C. The contents of Exhibit C are incorporated herein as if set forth in full. 7. As of April 1, 2009, and continuing until present, the parties in interest under the Lease Agreement are the plaintiff, as Lessor, and defendant, as Lessee. D. The Relevant Contract Provisions 8. The Lease Agreement, at page 10, paragraph 10, provides that "[Defendant] shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against or imposed upon the Premises during 2 the Lease Term which affect in any manner the net return realized by [NRPT] under this Lease...." 9. The Lease Agreement, at page 20, paragraph 23.A.(iii) provides that "[i]f [Defendant] fails to pay, prior to any delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Premises pursuant to Applicable Regulations" is an "Event of Default." 10. The Lease Agreement, at pages 7-8, paragraph 6.A, provides that "on or before the first day of each calendar month during the Lease term, [Defendant Doo Chung Enterprises, Inc.] shall pay [NRPT] in advance the Base Monthly Rental." 11. The Lease Agreement, at page 13, paragraph 14, provides that: Any delinquent payment (that is, any payment not made within five calendar days after the date when due) shall, in addition to any other remedy of [NRPT], incur a late charge of 10% (which late charge is intended to compensate [NRPT] for the cost of handling and processing such delinquent payment and should not be considered interest) and bear interest at the Default Rate, such interest to be computed from and including the date such payment was due through and including the date of the payment; provided, however, in no event shall Lessee be obligated to pay a sum of late charge and interest higher than the maximum legal rate then in effect. 12. The Lease Agreement, at page 20, paragraph 23.A.(ii) states that "[i]f any rent or other monetary sum due under this Lease is not paid within five days from the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, Lessor shall not be entitled to exercise its remedies set forth below unless and until Lessor shall have given Lessee notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured." 13. The June 6, 2005 Lease Agreement, at paragraph 23.C, contains a valid and enforceable Confession of Judgment Clause which reads, in relevant part, as follows: 3 THE FOLLOWING PARAGRAPHS SET FORTH WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST TENANT. IN GRANTING THESE WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST TENANT; TENANT HEREBY KNOWINGLY, INTENTIONALLY. VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICES AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA. CONFESSION OF JUDGMENT FOR POSSESSION. TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES, WITHOUT STAY OF EXECUTION. TO THE EXTENT PERMITFED BY LAW, TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER TIIE EXPIRATION OF THE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. IF SUCH PROCEEDING IS TERMINATED AND POSSESSION OF THE PREMISES REMAINS IN OR IS RESTORED TO TENANT, LESSOR SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT AND UPON ANY SUBSEQUENT EVENT OR EVENTS OF DEFAULT, OR UPON THE TERMINATION OF THIS LEASE UNDER ANY OF THE TERMS OF THIS LEASE, TO BRING ONE OR MORE FURTHER ACTION OR ACTIONS TO RECOVER POSSESSION OF THE PREMISES AND CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE PREMISES AS HEREINABOVE PROVIDED. REPRESENTATIONS. TENANT HEREBY REPRESENTS THAT (A) TENANT IS KNOWLEDGEABLE IN BUSINESS MATTERS; (B) THIS LEASE IS FOR BUSINESS OR COMMERCIAL PURPOSES ONLY AND NOT FOR 4 PERSONAL OR RESIDENTIAL PURPOSES; AND (C) TENANT HAS FULLY REVIEWED THE AFORESAID WARRANTS OF ATTORNEY TO CONFESS JUDGMENT WITH ITS OWN COUNSEL AND UNDERSTANDS THAT IT IS WAIVING CERTAIN RIGHTS IT WOULD OTHERWISE POSSESS 14. The August 22, 2006 Consent to Assignment Agreement, at paragraph 3 on page 4, contains a clause that reads, in full: 3. Confession of Judgment. Assignee acknowledges that the Lease contains warrants of attorney to confess judgment provisions and herby expressly assumes and agrees to be bound by such provisions, as if Assignee were the original tenant under the Lease. Assignee represents that it has fully reviewed the aforesaid warrants of attorney to confess judgments with its own counsel and that it understands the meaning and ramifications of these warrants of attorney to confess judgments. 15. The signature of Doo Young Chung, as President of Doo Chung Enterprises, Inc. appears on page 9 of the August 22, 2006 Consent to Assignment Agreement. 16. Doo Chung Enterprises, Inc., by and through its President Doo Young Chung, knowingly, willingly, and having consulted with independent legal counsel executed the August 22, 2006 Consent to Assignment Agreement. E. Averment as to Nature of this Action 17. Plaintiff NRPT avers that judgment is not being entered by confession against a natural person in connection with a residential lease. F. Statement of the Legal Description of the Property 18. The legal description of the property in question, commonly known as and referred to as 101 East King Street, Shippensburg, Cumberland County, Pennsylvania, is as follows: ALL those certain tracts or parcels of ground situate in the Borough of Shippensburg, County of Cumberland, State of Pennsylvania, more particularly bounded and described as follows: 5 PARCEL #1: BEGINNING at the Southwest corner of a concrete monument set at the intersection of the Northwardly side of E. King Street with the Easterly side of North Penn Street; running thence North 24 degrees 55 minutes 33 seconds West, along the Easterly side of North Penn Street, a distance of 183.83 feet to the Northwest corner of a concrete monument; thence North 65 degrees 04 minutes 57 seconds East, a distance of 25.50 feet to the Northeast corner of a concrete monument in the Westerly boundary of lands now or late of Joel Shapley, hereinafter described as Parcel II; thence South 24 degrees 55 minutes 33 seconds East, along lands of said Parcel II, a distance of 183.83 feet to a point in the Northerly side of East King Street, said point being the Southwesterly corner of said Parcel II, thence South 63 degrees 36 minutes 27 seconds West, along the northerly side of East King Street, a distance of 25.50 feet to the point or place of BEGINNING. PARCEL II: BEGINNING at a point in the Northerly side of East King Street, a distance North 63 degrees 36 minutes 27 seconds East, 25.50 feet from the intersection of the Easterly side of North Penn Street with the Northerly side of East King Street, said point being the Southeast corner of land nor or formerly of Millicent Kitzmiller; thence North 24 degrees 55 minutes 33 seconds West, along the Easterly boundary of Parcel I, 183.83 feet to the Northeast corner of a concrete monument set at the Southeast corner of land nor or formerly of Dr. M.B. Etter; thence along the Easterly boundary of said land of Dr. M.B. Etter, North 23 degrees 57 minutes 10 seconds West, 73.40 feet to the Northwardly corner of a concrete monument set in the Southerly side of a 14 foot public alley, thence North 63 degrees 23 minutes 50 seconds East along the Southerly side of said 14 foot public alley, 36.62 feet to a point; thence South 24 degrees 56 minutes 20 seconds East, 257.19 feet to a point in the Northerly side of East King Street; thence South 63 degrees 36 minutes 27 seconds West, along the Northerly side of East King Street, 37.92 feet to the point or place of BEGINNING. PARCEL III: BEGINNING at a point at the northern side of East King Street (U.S. Route 11) 63.42 feet East of a monument at the Northeast corner of the intersection of N. Penn Street and East King Street (U.S. Route 11); also at the dividing line between lands now or late of the United States Government and premises herein described; thence North 24 degrees 56 minutes 20 seconds West, along the same 257.19 feet to a point on the Southern side of Martin Alley; thence North 63 degrees 23 minutes 50 seconds East, along the same 37 feet to a point at a line of lands now or late of Lee Diehl; thence South 24 degrees 56 minutes East, along the same 256.79 feet to a point on the Northern side of East King Street (U.S. Route 11); thence South 63 degrees 36 minutes 27 seconds West, along the same 37 feet to a point, the place of BEGINNING. BEING THE SAME PREMISES which Alvin L. Martin and Goldie E. Martin, Husband and Wife, by Deed dated June 16,1988, and recorded June 16, 1988, in the Recorder of Deeds Office in and for Cumberland County, PA, 6 in Book K33, Page 116, granted and conveyed unto Uni-Marts. Inc., a Delaware Corporation. G. The Events of Default by Defendant a. Defendant's failure to make timely payment of 2010 Shippensburg Area School District, PA Real Estate Taxes 19. Pursuant to the terms of the Lease Agreement, Defendant is obligated to pay "prior to the earlier of delinquency or the accrual of interest on the unpaid balance" "[a]ll taxes and assessments upon the Premises or any part thereof and upon any personal property, trade fixtures and improvements located on the Premises, whether belonging to Lessor or Lessee, or any tax or charge levied in lieu of such taxes and assessments." June 5, 2006 Lease Agreement at page 10, paragraphs 10 and 10.A. 20. Defendant failed to pay the 2010 Shippensburg Area School District, PA Real Estate Taxes, which were forwarded to the Defendant via certified mail on July 19, 2010. A true and correct copy of the correspondence transmitting the 2010 Shippensburg Area School District, PA Real Estate Tax Statement to Defendant is attached hereto as Exhibit D. The contents of Exhibit D are incorporated herein as if set forth in full. 21. On November 29, 2010, NRPT, through its Lease Compliance Manager Ingrid Irvin, notified Defendant of the failure to pay the 2010 Shippensburg Area School District, PA Real Estate Taxes and demanded that Defendant make the required payment to the taxing authority. The November 29, 2010 letter to Defendant is attached as Exhibit E. The contents of Exhibit E are incorporated herein as if set forth in full. 22. Defendant did not make the required payment to the taxing authority. 23. NRPT made the required payment to the taxing authority and demanded reimbursement from Defendant for that payment. 7 24. Defendant has not reimbursed NRPT for the payment to the taxing authority in breach of the Lease Agreement between the parties. 25. The Defendant's breach of the Lease Agreement by failing to provide payment to the taxing authority constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 26. Defendant's failure to provide payment to the taxing authority constitutes an Event of Default under the Lease Agreement for which Defendant does not have the right to an opportunity to cure. 27. The Event of Default related to the nonpayment of the 2010 Shippensburg Area School District, PA Real Estate Taxes constitutes a basis for NRPT to exercise its rights under Paragraph 23(c) of the Lease Agreement. b. Defendant's failure to pay the December 2010 rent on or before December 5, 2010, and failure to pay the late penalty and interest on the unpaid December rent after opportunity to cure 28. Under the terms of the Lease Agreement, Defendant was to pay to NRPT $4,435.62 as rent on or before December 5, 2010. 29. Defendant did not make any rental payment for December 2010. 30. Defendant's failure to make a rental payment for December 2010 constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 31. Defendant is obligated under the terms of the lease to pay interest at a rate of 6% (six percent) per annum on rent not paid on or before the fifth of the month in which rent is due. 32. As set forth above, Defendant has not paid the rent for December 2010 and, therefore, is obligated to pay interest on the unpaid rent amount. 33. Defendant has not paid the interest on the unpaid December 2010 rent. 8 34. Defendant's failure to pay the interest on the December 2010 rent constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 35. Defendant is obligated under the terms of the lease to pay a 10% (ten percent) late fee on rent not paid on or before the fifth of the month in which rent is due. 36. As set forth above, Defendant has not paid the rent for December 2010 and therefore are obligated to pay the late fee. 37. Defendant has not paid the late fee for failure timely to pay the December 2010 rent. 38. Defendant's failure to pay the late fee assessed for failure to pay the December 2010 rent constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 39. Defendant was given an opportunity to cure the Events of Default relating to the failure to pay the December 2010 rent, late penalty and interest. 40. On December 30, 2010, NRPT provided Defendant with a written Notice of Event of Default, which provided that "if [NRPT] does not receive [Defendant's] payment within five (5) days of receipt of this notice, then [NRPT] intends to exercise its rights and remedies under Section 23 of the Sublease." A true and correct copy of the December 30, 2010 letter is attached as Exhibit F. The contents of Exhibit F are incorporated herein as if set forth in full. 41. Defendant did not cure the Events of Default related to the nonpayment of the December 2010 rent, late penalty and interest within five days of its receipt of the December 30, 2010 letter and, to date, has not cured the Events of Default related to the nonpayment of the December 2010 rent, late penalty, and interest. 9 42. The Events of Default related to the nonpayment of the December 2010 rent, late penalty, and interest constitute a basis for NRPT to exercise its rights under Paragraph 23(c) of the Lease Agreement. c. Defendant's failure to pay the January 2011 rent on or before January 5, 2011, and failure to pay the late penalty and interest on the unpaid January rent after opportunity to cure 43. Under the terms of the Lease Agreement, Defendant was to pay to NRPT $4,435.62 as rent on or before January 5, 2011. 44. Defendant did not make any rental payment for January 2011. 45. Defendant's failure to make a rental payment for January 2011 constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 46. Defendant is obligated under the terms of the lease to pay interest at a rate of 6% (six percent) per annum on rent not paid on or before the fifth of the month in which rent is due. 47. As set forth above, Defendant has not paid the rent for January 2011 and, therefore, is obligated to pay interest on the unpaid rent amount. 48. Defendant has not paid the interest on the unpaid January 2011 rent. 49. Defendant's failure to pay the interest on the January 2011 rent constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 50. Defendant is obligated under the terms of the lease to pay a 10% (ten percent) late fee on rent not paid on or before the fifth of the month in which rent is due. 51. As set forth above, Defendant has not paid the rent for January 2011 and, therefore, is obligated to pay the late fee. 52. Defendant has not paid the late fee assessed for failure to pay the January 2011 rent. 10 53. Defendant's failure to pay the late fee assessed for failure to pay the January 2011 rent constitutes an Event of Default as defined in Paragraph 23 of the Lease Agreement. 54. Defendant was given an opportunity to cure the Events of Default relating to the failure to pay the January 2011 rent, late penalty, and interest. 55. On January 6, 2011, NRPT provided Defendant with a written Notice of Event of Default, which provided that "if [NRPT] does not receive [Defendant's] payment within five (5) days of receipt of this notice, then [NRPT] intends to exercise its rights and remedies under Section 23 of the Sublease." A true and correct copy of the January 6, 2011 letter is attached as Exhibit G. The contents of Exhibit G are incorporated herein as if set forth in full. 56. Defendant did not cure the Events of Default related to the nonpayment of the January 2011 rent, late penalty, and interest within five days of its receipt of the January 6, 2011 letter and, to date, has not cured the Events of Default related to the nonpayment of the January 2011 rent, late penalty, and interest. 57. The Events of Default related to the nonpayment of the January 2011 rent, late penalty and interest constitute a basis for NRPT to exercise its rights under Paragraph 23(c) of the Lease Agreement. 58. Paragraph 23(c) of the Lease Agreement authorizes the entry of judgment in ejectment by confession when, as in this case, there has been an Event or Events of Default. 11 WHEREFORE, Plaintiff National Retail Properties Trust prays that this honorable court enter Judgment in Ejectment in favor of Plaintiff and against Defendant Doo Chung Enterprises, Inc. Respectfully submitted, David T. Miller Pa Bar # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 Attorney for National Retail Properties Trust 12 VERIFICATION I am an employee of National Retail Properties Trust and I am authorized to verify that the factual averments contained in the foregoing Verified Complaint for Confession of Judgment of Real Property are true to my personal knowledge or to my information and belief. Dated: I/ 14 12-0 11 Sworn before me this /"I day of January, 2011 DEMWAAAMSM Caw&W M 75060 Expires January 22,2D1 2 9,M7WTMFulat#iano WUrP1DIi Andrew Bo o Accountant National Retail Properties Trust 13 Site No. (34208 Location: 101 East King Street Cumberland. PA 17257 County: Cumberland LEASE THIS LEAST: (this "Lease") is made as of _ ne- 2005 (the "Effective Date"), by and between UNI-MARTS, EEC, a Pennsylvania limited liability company ("Lessor"), whose address is 477 East Beaver Avenue, State College, Pennsylvania 16801-5690, and DHCS CORPORATION, a Pennsylvania corporation ("Lessee"), whose address is 104 Range Court, Windchester VA 22602. WMESSEM T)IAT, in consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows: 1. Certain Defined Terna. ` helfollowing terms shall have the following meanings for all purposes of this Lease: " Action" has the meaning set forth in Section 23.A(iv). "Additional' Rental "' has the meaning set forth in Section 6.13.. "A,filiale- or "Af lhates" means any Person which directly or indirectly controls, is under common control with or is controlled by any other Person. For purposes of this definition, `'controls". "under common control with", and "controlled by" means the possession, directly or indirectly, of the pov, er to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise, "Aliplicable Regulations" has the meaning set forth in Section 16.A. "Rase _4nimul Rental" means (i) during the first Lease Year, forty-Nine Thousand. One Hundred and Sevent%-Six Dollars ($49,176.00) per year. and (ii) commencing with the second lease Year, and each and for every lease Year thereafter (including the Lessor Extension Period if applicable)- an amount equal to the lesser of (a) the Base Annual Rental for the immediately ptecedin? l case Year multiplied by one hundred two percent (102°h) or (b) the Base Annual Rental for (fie immediately preceding [.ease Year multiplied by the. C1'1 Adjustment- but in no event shill Base Annual Dental decline as a result of this calculation. ,'8mc onrlrlt Re11 ur means an amount equal to IA2 of the applicable Base Annual Dental. Exhibit A " $usiness Day" means a day on which Lessor is open for business other than Saturday, , Sunday or a legal holiday, ending at 5:00 p.m. Philadelphia. Pennsylvania time. "Code" means the United States Bankruptcy Code, I I U.S.C. Sec, 101 et seq., as amended. -counver means legal counsel to Lessee, licensed in the state in which (i} the Premises are located, (ii) Lessee is formed! and (iii) Lessee maintains its principal place of business. "MAdjustment" means a fraction, the numerator of which is CPI-U for the calendar month two months prior to the calendar month in which the Effective Date occurs and the denominator of which is the CPI-U for the calendar month which is 14 months prior to the calendar month in which the Effective Date occurs. (For example, if the Effective Date is June , 2004, the first GPI Adjustment calculation would consist of the CPI-U for the month of April 2005 divided by the CPI-U for the month of April 2004:) means the "Consumer Price Index--Not Seasonally Adjusted Not sst Urban Area For All Items For All Urban Consumers (1982-1984=100)," published monthly by the Bureau of Labor Statistics of the United States Department of Labor. If the foregoing indexis discontinued, a reasormably comparable index published by the Bureau of Labor Statistics of the United States Department of Labor selected by Lessor shall be used. If the Bureau of Labor Statistics shall no longer maintain statistics on the purchasing power of the consumer dollar, comparable statistics published by a responsible financial periodical or recognized authority reasonably selected by the Lessor shall be used. If the base year "(1982-1984=100)" or other base year used in computing the CPI-U is changed, the figures used in calculating the CPI Adjustment shall be changed accordingly, so that all increases in the CPI-U are taken into account notwithstanding any such change in the base year. "De Nfinimis Amounts" shalt mean, with respect to any given level of14azard'ous Materials or Regulated Substances, that level or quantity of Hazardous Materials or Regulated Substances in any form or combination of forms the use. storage or release of which does not constitute a violation of any Environmental Laws and is customarily employed in the ordinary course of, or associated with, similar businesses located in the state in which the Premises is located. D04u1t Rata" rt ons 19% per annum or the highest rate permitted by law. whichever is less. "Envirtltt»tewal In(1e)?init},,4greement" means that certain Environmental Indemnity and Service Agreement dated the date hereof by and between Lessor and Lessee executed in connection Nvith this pease- *L-rcrirontnental Lail-s- means any present attd future. -federal, state and local laws. statutes, ordinances, rules. regulations and the like. as well as common law, relating to flaxardaus Materials, Regulated Substances or US*I s and/or the protection of human health or the env?rontaaent. by reason of a Release or Threatened Release of 1azardous Materials. c:,i45,o .,f Regulated Substances or USTs or relating to liability for or costs of Romediation or prevention of Releases. "Environmental Laws" includes, but is not limited to, the fallowing statutes, as amended,, any successor thereto, and any regulations rulings, orders or decrees promulgated' pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and, Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to USTs); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act, the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Polio Act; and the River and Harbors Appropriation Act. "Environmental Laws" also includes, but is not limited to, any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law: conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the property; requiring notification or disclosure of Releases or other environmental condition of the Premises to any Governmental Authority or other person or entity. whether or not in connection with transfer of title to or interest in property; imposing conditions or requirernents relating to Hazardous Materials, Regulated Substances or USTs in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes of action related to I lazardous Materials, Regulated Substances or USTs; relating to the handling and disposal of solid or hazardous waste; and relating to wrongful death, personal injury, or property or other damage in connection with the physical condition or use of the Premises by reason of the presence of Hazardous Materials, Regulated Substances or USTs in, on, under or above the Premises- "Environmental Liens" has the meaning set forth in Sectieft 16.E.. "Event o *Default" has the meaning set forth in Section 3. "General Electric" means (a) the bolder of the GE Mortgage, being either (i) GE Capital Fra hire Finance Corporation ("GECF ") or (ii) LaSalle Bank National Association, as Indenture Trustee pursuant to that certain' Indenture dated as of April 1, 1999 ("LaSalle") (for whom GECFF is servicer), and (b) to the extent that the GE Mortgage is held by LaSalle. GFC'FF as servicer of the GE Mortgage. "Gh Mortgage- means that certain Open End Mortgage. Assignment of leases and Rants. Security Agreement and Fixture Filing dated as of June 30. I9g8 executed by Lessor and held by General Electric as of the 1 ffectiN e Date_ (ern ertrmtcmtrtl A zfhori(y " nscans any governmental authority. agency. department. commission. bureau. hoard, instrumentality. court or quasi-governmental authority of the t Iuited States. the State or an. political subdivision thereat: -3- "Ground Lease" means all ground teases or underlying leases executed by Ussor affecting the Premises including, without ]imitation, any ground lease that may be erected in connection with a sale/leaseback transaction entered into by Lessor with respect to the Premises. "Ground Lessor" means the lessor under a. Ground Leas. "Hazardous Materials" means (i) any toxic substance or hazardous waste, substance, solid waste, or related material, or any pollutant or contaminant, (ii) radon gas, asbestos in any, form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contains dielectric fluid containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent, or any petroleum product-, (iii) any substance, gas, material or chemical which is or may be defined as or included in the definition of "hazardous substances," "toxic substances," "hazardous materials," "hazardous wastes," "regulated substances" or words of similar import under any Environmq" Laws, and (iv) any other chemical, material, gas or substance the exposure to or release of which is or may be prohibited, limited or regulated by any Governmental Authority that asserts or may assert junscliction over the Premises or the operations or activity at the Premises, or any chemical, material, gas or substance that does or may pose a hazard to the health and/or safety of the occupants of the premises or the owners and/or occupants of property adjacent to or surrounding the Premises. "•Irtdentnifted Parties" means Lessor, Mortgagee aril their directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns, including, but not limited to, any successors by merger, consolidation or acquisition of all or a suhsLutial portion of the assets and business of Lessor or Mortgagee, as applicable. „Lease Term- shall have the meaning described in Section 5.. "Lease Year" shall have the meaning described in Section 5 "L essor'.Y Broker" means _ N/A ,`Lasses' means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs. expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including. without limitation, reasonable attorneys` fees: court costs and other costs of defense): ?t citrrirtl Ac}c,c=rse LfJect" means a material adverse effect on (i } the Premises. including, without limitation, the operation of Clue Premises as a Uni-Mart Facility and/or the value of the l' enli?,es ?.)r (ii) Lessee's ahilit), io pc rfiwrm its obligations tinder this Lease. -Wortguge" means any mortgage or deed of trust and/or assignment of rents and leases; and/or security agreement and fixture filing executed by Lessor for the benefit of a Mortgagee F'i- 111-,., with respect to the Premises, as such instruments may be amended, restated arWot suppletnenteA from time to time, and includes, without limitation, the GE Mortgage. "Mortgagee" means General Electric, its successors and assigns and any other lender which, at any time, holds a Mortgage. The term Mortgagee shall also be deemed to include Ground Lessors except where the treatment of Ground Lessors is specifically distinguished frtatxt Mortgagees tender the provisions of this Lease. "Partial Taking" has the meaning set forth in Section 21.D. "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, Governmental Authority or any other form of entity. "Premises" means that certain property situated in the Location identified on page I of this Lease and legally described in Exhibit A attached hereto, all rights, privileges and appurtenances associated therewith, and all buildings, fixtures and other improvements. (including. without limitation, gas pumps, canopies and USTs) now or hereafter located on such teal estate (whether or not affixed to such real estate). "Regulated Substances" paeans "petroleum" and -petroleum-based substances" or any similar term%de?crihed or defined in any of the Environmental T_aw- and any applicable federal, state, county or local laws applicable to or regulating USTs. "R,elease" means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouting. emptying, escaping, dumping, disposing or other movement of Hazardous Materials. Regulated Substances or USTs. "Rernediarion ' means any response. remedial, removal, or corrective action, any activity to cleanup, detoxify. decontaminate, contain or otherwise remediate any Hazardous Material, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply with any Environmental laws or with any permits issued pursuant thereto, any inspection, investigation. study, monitoring, assessment,. audit, sampling and testing, laboratory or other analysis, or any evaluation relating to any Hazardous Materials, Regulated Substances or I JST& ",S'tate" reams the state in which the Premises acre located. "Taking'-has the meaning set (t,rth in Section 21.A. " 7entl7flrmy Taking' has the meaning set S«rth in Section 2l.C. "Third Pru-ttLetrs?.," meads the teases for certain portions ref the Premises set forth on Exhibit 13. attached hereto. and anti replacement or renewal leases for the spaee leased pursuant to the leases listed on Exhibit 13- 9-11"S 11 ;'20110 "Arearened Release means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the snit, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising of surrounding the Premises which may result from such Release. "Talal Taking- has the meaning set forth in Section 2LB- "Cirri-Marr Facility" means a retail business consisting of one or rncwe of the following: convenience store, gasoline station, tobacco store, food service, together with such other ancillary uses permitted by the Third Party Leases that are not inconsistent with the operations of such retail businesses. " U.I Trv" means any one or combination of tanks and associated underground piping systems used in connection with the storage, dispensing and general use of Regulated Substanocs at the Premises. 2 Demise o, f Premises In consideration of the rentals arr<e> other sums to be paid by Lessee and of the ether terms, covenants and conditions on Lessee's part to be kept and performed, Lessor hereby leases to Lessee. and Lessee hereby takes and hires, the Premises. 3. Assignment of Third Part), leases. lessor hereby assigns, transfers and sets over to Lessee for the Term all right, title and interest of Lessor in and to the Third Party Leases, and Lessee assumes and agrees to perform all obligations of Lessor under such Third Party Leases arising and accruing after the Effective Date and for the balance of the Term. 4, Characterization of Lease, A.. Lessor' and Lessee intend that (1) this Lease is a "true lease" and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic- realities of this Lease` are those of a true lease, and (ii) the business relationship created by this Lease and any related documents is solely that of a long-terns commercial lease between landlord and tenant and has been entered into by both parties In reliance upon the evonomic and legal bargains contained herein. l3. Lesser and Lessee acknowledge and agree that the Lease Term, including any term extensions Lrrovided for in this Lease:, is less than the remaining economic life of the Premises. C'. Lessee ?kaive,, any claim or defense based upon the characterization of this Lease as anything other than a true lease. Lessee covenants and agrees that it will not assert that this Lease is an%thing but a true lease. Lessee stipulates and agrees not to challenge the validity, enforceability or characterization of the lease ofthe Premises as a true lease and: farther 23154t 11 5:_evt stipulates and agrees that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, `security interest or the like. Lessee shall support the intent of the parties that the lease of the Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de Jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee waives any claim or defense based upon the characteo7ation of this Lease as anything other than a lease of the Premises. E: Lessee represents and warrants to Lessor that (i) the Base Armin Rent the fair market value for the use of the Premises and was agree 'd to by Lessor and Lessee on that basis, and (ii) the execution, delivery and performance by Lee of this Lease does not constitutc,a transfer of all or any part of the Premises. F. The expressions of intent, the waivers, the representations anti warranties, the covertants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor entering into this Lease. S. Lease term and Lease Year. A. The Lease Term for the Premises commences as of the Effective Date and shall expire on (a) the day immediately preceding the twentieth (20*) anniversary of the Effective Date, if the Effective Date is the first day of a month or (b) the last day of the cate ar month in which falls the 20 h anniversary of the Effective Date, if the Effective Date is a day other than the first day of a month, unless terminated sooner as provided in this Lease. The time period during which this Lease shall actually be in effect is referred to herein as the "Term"or "Lease Term." Lessor shall have the option (the "Lessor Extension Option'"), on one occasion, any time during the first five (5) Lease Years, to extend the Lease Term by any period desired by Lesser up to but not exceeding five (5) years (the "Lessor Extension Period"). In the event that lessor desires to exercise the Lessor Extension Option, Lessor shall give Lessee written notice thereof prior to the expiration of the fifth (5`t') Lease Year, specifying; the length of the Lessor Extension Period. B.. The First "Lease Year" of the Term, shall commence on the Effective Date and shall end (a) on the day immediately preceding the first anniversary of the Effective Date, if the Effective Date is. the first day of the month. or (b) on the last day of the calendar month in which the first anniversary of the Effective Date occurs, if the Effective Date is any day other than the first day ref a calendar month. l.ach subsequent lease Year shall he a period of melve months (or such shorter period as remains in the term). commencing on the day immediately f6howing the expiration of the prior Lease Year, 6< Rental and Other Payments - A Ifthe Effectiw Date is a date other than the first days of the month- Lessee shall pay Lessor on the hffective [late the fuse Monthly Rental prorated on the basis of the ratio that the number of days from the Effective Date through the last day of the month containing the Effective Tate bears to the number of days in such month. Therefore. on or before the first day of sn,a- 1t?,6v each calendar month during the Lease Term, Lessee shalt pay Lessor in advance the Base Monthly Rental. B. All sums of money required to be paid by Lessee under this Lease which are not specifically referred to as rent ("Additional Rental") shall be considered rent although not specifically designated as such. Lessor shall have the same remedies for nonpayment of Additional Rental as those provided herein for the nonpayment of Base Annual Rental. 7. , epresentations and Warranties of Lessor_ The representations and Warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Leap and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as follows: A, Organization, Authority and Status olIessor. (i) 'Lessor has been duly organized and is validly existing and in good standing under the laws of the Slate of Pennsylvania. All necessary corporate action has been taken to authorize the execution, delivery and performance by L r of this Lease and the other documents, instruments and agreements provided for herein. (ii) The person who has exerted this Lease on behalf of Lessor is duly authorized so to do. B. Er#o- rceabitity. This Lease constitutes the legal, valid and binding obligation of Lease r, enforceable against Lessor in accordance with its toms. C Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened against or involving Lessor before any arbitrator or Govetrttnental Authority which relight reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessor, or the Premises D. Absence of Breaches or Detiiutts. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any other document, instrument or agreement to which Lessor is a party or by which lessor or any of the property of Lessor is subject or bound. Without limitation, Lessor has obtained all necessary consents from General Electric to cater into and perform this Lease. & Representations and Warranties of Lessee. The representations and warranties of Lessee contained in this Section are being made to induce Lessor to enter into this Lease and Lessor has- relied. and will continue to rely, upon such representations and warranties. Lessee represents and warrants to Lessor as follows: A, Organization, Awhoritly atidSiatus'cjIevY e-. (i) Lessee has been dull organized or farmed, is validis, existing and in,good standing tinder the laws of the State of Penrtsylvanis ? and is qualified to do business in the State. All necessary corporate action has been taken to authorize the execution, delivery and performance by Lessee of this Lease and of the other documents, instruments and agreements provided for herein. Leese is not a "foreign corporation", "foreign partnership" "foreign trust" or "foreign ;mate", as those terms are defined in the Internal Revenue Code and the regulations promulgated thereunder. Lessee's United States tax identification €ttmtber is correctly set forth on the signature page of this Lease. (ii) Lessees Tax Identification Number is 14-1926994 (iii) The persons who have executed this tease on behalf of Lessee are duly authori7ed to do so. B. Enforceability. This Lease constitutes the legal, valid and binding obligation of Luse, enforceable against Lessee in accordance with its terms. C. Litigation. Ehlers are no suits, actions. proceedings or investigations pending, or to the best of its knowledge, threatened against or involving Lessee before any arbitrator or Governmental Authority which might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee. or the Premises, D, Ahsence ofBreaches or Defaults. The authorization. execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any other document, instruma# or agreement to which Lessee is a party or by which Lessee or any of the property of Lessee is subject or bound., F: Licenses and Permits. Lessee has obtained all required licenses and permits, both governmental and private, to use and operate the Premises as a Uni-Mart Facile except to the extent the failure to have such licenses and permits will not have a Ivlateirial Adverse Effect. F. Financial Condition; Information Provided to Lessor. The financial statements. all financial data and all other documents and information heretofore delivered to Lessor by or with respect to Lessee and/or the Premises in connection with this Lease and/or relating to Lessee and/or the Premises are true, correct and complete in all material respects, and there havo been no amendments to such financial statements, financial data and other documents and information since the date such financial statements, financial data, documents and other information %?ere prepared or delivered to Lessor- mid no material adverse change has occurred to any such financial statements, financial data. documents and other information not disclosed in writing to Lessor. 9. Rentals To Be Net to Lessor. The Base Annual Rental payable hereunder shall be net to Lesser, so that this Lease shall yield to Lessor the rentals specified during the Lease Term and that all costs. expenses and obligations of every kind and nature whatsoc%scr relating to the Premises shall be perforated and paid by Lessee. 10, Tuxes and'A#;tsextments. Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against or imposed upon the Premises during the Lease Term which affect in any manner the net return realized by Lever under this.. Lease, including, without limitation, the following: A. All taxes and assessments upon the Premises or any part thereof and upon any personal property, trade fixtures and improvements located on the Premises, whether belonging to Lessor or Lessee., or any tax or charge levied in lieu of such taxes and assessments R. All taxes, charges, license fees and or similar fees imposed by reason of the t of the Premises by Lessee; and C. All excise, transaction, privilege, license, sales, use and other taxes upon the retrial or other payments hereunder, the leasehold estate of either party or the activities ofeitbet party pursuant to this Lease. D All taxing authorities shall be instructed to send all tax and assessment invoices to Lessor. After recording the information on such invoices, Lessor shall forward such invoices to Lessee for payment. Within 30 days after each taus and assessment payment is required by this Section to be paid, Lessee shall provide Lessor with evidence satisfactory to Lessor that such payment was made in a timely fashion. Lessee may, at its own expense, contest" or cause to be contested (in the case of any item involving more than $10,000.00, after prior written notice to Lessor), by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any item specified in the foregoing Subsection A or lien therefor, provided that (i) such proceeding shall suspend the collection thereof from the Premises or any interest therein, (ii) neither the Premises nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings, (iii) no Event of Default has occurred, (iv) Lessee shall have deposited with Lessor adequate reserves for the payment of the taxes; together with all interest and penalties thereon; unless paid in full under protest and (v) Lessee shall have furnished the security as may be required in the prt?ceeding c as may be required by Lessor to insure payment of any contested taxes, 11. Lrtiif#ies. Lessee shall contract, in its own name, for and pay when due all charges for the connection and use of water. gas, electricity, telephone, garbage collection, sewer usc and other utility services supplied to the Premises during the Lease Terns, Under no circumstances shall Lessor be responsible for any interruption of any utility service. 12. Insurance. "Throughout the lease "berm, Lessee shall maintain with respect to the Premises, at its sole expense, the following types and amounts of insurance (which may be included under a blanket insurance policy if al) the outer terms hereof are satisfied), in addition to such other insurance as Lessor may reasonable require from time to time: A. Insurance against loss, damage or destruction by fire and ether casualty, including theft, vandalism and malicious mischief flood (if the Premises is in a location designated by the Federal Emergency Management Administration as a Special Flood Hazard 12) Si 5 I t l5 -10- Areal), earthquake (if the Premises is located in an area subject to destructive emIKIttakes within recorded history), boiler explosion (if the Premises contains a boiler), plate glass breakage, sprinkler damage (if the Premises has a sprinkler system), all matters covered by a standard' extended coverage endorsement, all matters covered by a special overage endorsement commonly known as an "all risk" endorsement, and such other risks as Lessor may reasonably require, insuring the Premises for not less than 1 W 1o of its full insurable replacement cost; provided, however, with respect to theft, vandalism, malicious mischief and plate glass breakage coverage, Lessee may elect to self insure such items, provided that Lessee shall at all titres provide the remaining coverages set forth in this Section 12 with third party insurers complying with the provisions of this Section 12. B_ Comprehensive general liability and property damage insurance, including. a pr ctsaiability clause, covering Lessor, Mortgagee and Lessee against bodily injury liability, property damage liability and automobile bodily injury and property damage liability, including, without limitation any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets or sidewalks and, if applicable, insurance covering Lessor, Mortgagee and Lessee against liability arising from the sale of liquor, beer or wine on the Premises. Such insurance policy or policies shall cones a broad form contractual liability endorsement under which the insurer agrees to insure Lessee's obligations under Section' 19 hereof to the extent insurable, and a "severability of interest" clause or endorsement which precludes the insurer from denying the claim of Lessee, Lessor or Mortgagee because of the negligence or other acts of the other, shall be in amounts of not less than $1,000,000.00 per injury and occurrence with respect to any insured liability, whether for personal injury or property damage, or such higher limits as Lessor may reasonably require from time to time, and shall be of form and substance satisfactory to Lessor. C:. During the period of any construction, renovation or alteration of the improvements, a builder's all risk insurance policy in non-reporting form for the full replacement cost of any improvements under construction. renovation or alteration, D. State Worker's compensation insurance in the statutorily mandated limits,, employer's liability insurance with limits not less than $500,000 or such greater amount as Lesser may from time to time require and such other insurance as may be necessary to comply withapplicable laws, E. Such other insurance with respect to the Premises and in such amounts as Lessor may require from time to time against such insurable hazards or risks which at the time in question are commonly insured against in the case of property similar to. or whose use, is similar. to The use of*, the Premises, All insurance policies shall: (i} Be in Ibrni reasonably acceptable to Lessor: (ii) Be issued by a company or companies authorized to engage in the business of issuing such policies in the State and reasonably acceptable to Lessor; 423W,.:Ti. r.O. (iii) Provide for a waiver of subrogation by the insurer as to claims against Lessor, its employees and agents and provide that such insurance cannot be unreasonably cancelled, invalidated or suspended on account of the conduct of Lessee, its officers, directors, employees or agents, (iv) Provide that any "no other insurance" clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurances policy shall not be brought into contribution with insurance maintained by Lessor= (v) Contain a standard without contribution mortgage clauw endorsement in favor of any lender designated by Lessor or Mortgagee; (vi) Provide that the policy of insurance shall not be terminated,. cancelled or substantially modified without at least thirty (30) days' prior written notice to Lessor. Mortgagee and to any lender covered by arty standard mortgage clause endorsement; (vii) Provide that the insurer shall not have the option to restore the applicable premises if Lessor elects to terminate this Lease in accordance with the terms hereof: (viii) Be issued by insurance companies licensed to do business in the State and which are rated ANN or better by Best's Insurance Guide or are otherwise approved by Lessor; and (ix) Provide that the insurer shall not deny a claim because of the negligence of Lessee, anyone acting for Lessee or any tenant or other occupant of the Premises. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Lessee for its acts or omissions as provided in this Lease. All insurance policies (with the exception of worker's compensation insurance tothe extent not available under statutory law) shall designate Lessor and Mortgagee as additional insureds as their interests may appear and shall be payable as set forth in Section 21 hereof All such policies shall be written as primary policies, with deductibles not to exceed 10% of the amount of coverage. Any other policies, including any policy now or hereafter carried by Lesser or Mortgagee_ shall serve as excess coverage. Lessee shall procure policies for all insurance for periods of not less than one rear and shall provide to Lessor and Mortgagee certificates of insurance or, upon Lessor's request, duplicate originals of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times. If requested by Lessor (but not more often than once in any two year period). Lessee shall have the full insurable replacement cost of the improvemenis determined by an MAI licensed appraiser satisfactory to Lessor, and I essee stall deliver such determination to Lessor. Alternatively. Lessor may require that inflation guard coverage be provided- VU, ii sr AVM _12w 13. Tax and Insurmwe Impound. Upon the occunviee of an Event of Default, Lessor may require lessee to pay to Lessor sums which will provide an impound account (which shalt not be deemed a trust fund) for paying up to the next one year of taxes, assessments and/or insurance premiums for the Premises. Upon such requirement, Lessor will estimate the amounts heeded for such purposes and will notify Lessee to pay the same to Lessor in equal monthly installments, as nearly as practicable, in addition to all other sums due under this Lease. Should additional funds be required at any time, Lessee shall pay the same to Lessor on demand. Lessee shall advise Less of all taxes and insurance bills which are due and shall cooperate fully with Lessor in assuring that the same are paid. Lessor may deposit all impounded funds in accounts insured by any federal or state agency and may commingle such funds with other funds and accounts of Lessor. Interest or other gains from such funds, if any, shall be the sole property of Lessor. In the event of any default by Lessee, Lessor may apply all impounded funds against any sums due from Lessee to Lessor. Lessor shall give to Lessee an annual accounting showing all credits and debits to and from such impounded funds received from Lessee. 14. Payment of Rental and Otker Sww. All rental and other sums which Lessee is, required to pay hereunder shall be the unconditional obligation of Lessee and shall be payable in full when due without any setoff, abatement, deferment, deduction or counterclaim whatsoever. Upon execution of this Lease, Lessee shalt establish arrangements whereby payments of the Base Monthly Dental, any Additional Rental and impound payments, if any, are transferred by wire or other means directly from Lessee's batik account to such account as Lessor may designate; provided, however. upon notice from Mortgagee to Lessee and lessor delivered in the manner set forth in Section 27, Lessee shall deliver all payments of Base Monthly Rental as specified in such notice from Mortgagee. Any delinquent payment (that is, any payment not made within five calendar days after the date when due) shalt, in addition to any other remedy of Lessor, incur a late charge of i CP/o (which late charge is intended to compensate Lessor for the cost of handling and processing such delinquent payment and should not be considered interest) and bear interest at the Default Rate, such interest to be computed from and including the date such payment was clue through and including the date of the payment, provided, however, in no event shall Lest be obligated to pay a sum of late charge and interest higher than the maximum legal rate then in effect.. 15. Use. The Premises shall be used solely for the operation of a Uni-Mart Facility and for no tither purpose. Except as set forth below, and except during periods when the Premises is untenantable by reason of fire or other casualty or condemnation (provided, however, during all such periods while the Premises is untenantable, Lessee shall strictly comply with the terms and conditions of this Lease), Lessee shall at all times during the Lease Term occupy the Premises and shall diligently operate its business on the Premises. Lessee uta}ceztse diligent operation of husinesss at the Premises for a period not to exceed 150 days and may do so only once within any flee--year period during the lease Term. If Lessee does discontinue operation at> the Premises as permitted by this Section, Lessee shall (i) give written notice to Lessor and Mortgagee sixty (50) days prior to ceasing operation hi) give written notice to Lessor and Mortgagee within 10 days alter lessee actually ceases operation, tiii) provide adequate protection and maintenance of the Premises during any period of vacancy and (iv) pay all costs necessary to restore the Premises to its condition on the day operation of the business ceased at such time as the Premises are reopened for Lessee's business operations or other substituted use approved by Lessoras contemplated below. Notwithstanding anything herein to the contrarVs 3.11W ti ti.ev+ -13- Lessee shall pay the Base Monthly Rental on the fist day of each moot during any period in which Lessee discontinues operation Lessee shall not, by itself or through any assignment, sublease or other type of transfer, convert the Premises to an alternative use during the Lease Term without Lessor's consent, which consent shall not be unreasonably withheld. Lessor may consider any or all of the following in determining whether to grant its consent, without being deemed to be unreasonable, (1) whetter the rental paid to Lessor would be equal to or greater than the anticipated rental assuming continued existing use, (ii) whether the proposed rental to be paid to Lessor is reasonable considering the converted use of the Premises and the customary rental prevailing in the community for such use, (iii) whether the converted use will be consistent with the highest and best use of the Premises, and (iv) whether the converted use will increase Lessor's risks or decrease the value of the Premises. 16. Compliance With Laws, Restricnens, Covena#ts and EncttMbrgXM A. Lessee's use and occupation of the Premises, and the condition thereof, shall, at Lessee's sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority halving jurisdiction over the Premises, including, without limitation, all health, building, fire, safety and other codes, ordinances and requirements and all applicable standards of the National. B*ard of Fire Underwriters and all policies or rules of common law, in each case, as amended, and any judicial or administrative interpretation thereof, including any judicial order, consent, decree or judgment applicable to Lessee (collectively, the "Applicable Regulations"), and (ii) all restrictions, covenants and encumbrances of record with respect to the Prerrtises, except where such noncompliance will not have a Material Adverse Effect. B. Lessee will not permit any act or condition to exist on or about the Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase. ('. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder, as it affects the Premises. Lessee agrees that it will defend. indemnify and hold ham less the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Sectiorn. 1). Lessee represents and warrants to lessor as foltoxvs (1) The Lessee is not in violation of or subject to any existing, petaLittg or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations tinder anN Fnvironrnental laws. ifanv- such imestigation or Inquiry is subsequently iniitiated respecting lessee or the Premises, lessee will promptly notify Lessor. .W141 It Rabxm _14•. (ii) Lessee has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures forming a part of the Premises by reason Many Environmental Laws. E. Lessee covenants to Lessor during the Leaw Term that: (1) all arses and operations on or of the Premises, whether by Lessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (ii) there shall be, Releases in,, on, under or from the Premises, except in De Minimis Amounts; (iii) there t be no Hazardous Materials in, on, or under the Premises, except in De Minimis Amounts; (iv) Lessee shall keep the Premises free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Lessee or any other person or entity (the `Environmental Liens"); (v) Lessee shall, at its stole cost and expense, folly and expeditiously cooperate in all activities pursuant to Subsection (1) below, including but not limited to providing all relevant information and malting knowledgeable persons available for interviews: (vi) Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Premises as may be reasonably requested by Lessor (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas). and share with Lessor the reports and other results thereof, and Lessor and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (vii) subject to the provisions of the Environmental Indemnity Agreement, Lessee shall, at its sole cost and expense, comply with all reasonable written requests of Lessor to (1) reasonably effectuate Remediation of any condition (including but not limited to a Release) in, on, under or from the Premises-, (2) comply with any Environmental Law; (3) comply with any directive from any Governmental Authority, and (4) take any other reasonable action necessary or appropriate for protection of human health or the environment; (viii) Lessee shall not do or allow any tenant or other user of the Premises to do any act that materially increases the dangers to human health or the environment:, poses an unreasonable risk of harm to any person or entity (whether can or off the Premises), impairs or may impair the value of the Premises, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Premises; and (ix) Lessee shall immediately notify Lessor in writing of (A) any pressnee of Releases or Threatened Releases in, on, under, from or migrating towards the Premises; (B) any non-compliance with any Environmental Laws related in any svay to the Premises. (C) any actual or potential Environmental Lien; (D) any required or proposed Rernediation of environmental conditions relating to the Premises-, and (E) any xvritten or oral notice or other communication which Lessee becomes aware from any source whatsoever (including but not limited to aGovernmental Authoroy) relating in any way t« Hazardous Materials, Regulated Substances or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection avith the Premises, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section. h. lessor, Mortgagee and any, other person or entity designated by Lessor, including hut: not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Premises after al bast 24 hours prior telephonic notice at all reasonable times (including. without p:1445 11 . S.. rix)4 lintitation, in connection with the exercise of any remedies or rights set forth in this Lease or a Mortgage to assess any and all aspects of the environmental condition of the Premises and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lessor's sole and absolute discretion) and taking samples of soil, groundwater or other water, au, or building materials, and conducting other invasive testing. Lessee stall cooperate with and provide access to Lessor, Mortgagee and any other person or entity designated by Lessor; provided, however, the foregoing shall take reasonable steps so as to not unreasonably interfere with Lessee's business operations. Any such assessment or investigation shall be at Lessee's sole cost and expense. G. Except as otherwise provided in the Environmental Indemnity Agreement, Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (excluding Losses arising out of Lessor's gross negligence or willful misconduct) and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigations (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any presence of any Hazardous Materials, Regulated Substances or USTs in, on. above. or under the Premises arising or occurring on or after the Effective Date; (ii) any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; (iii) any activity by Lessee, any person or entity affiliated with Lessee or any tenant or other user of the Premises in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Premises of any Hazardous Materials, Regulated Substances or USTs at any time located in, under; on or above the Premises, (iv) any activity by Less", any persons or entity affiliated with Lessee or any tenant or other user of the Premises in connection with any actual or proposed Reimediation of any Hazardous Materials, Regulated Substances or USTs at any time located in, € nder, on or above the Premises, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (v) any actual or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Premises or operations thereon arising or occurring on or after the Effective Date, including but not limited to any failure by Lessee, any person or entity affiliated with Lessee or any tenant or other user of the Premises to comply with any order of any Governmental Authority in connection with and Enviconmeival Laws an or after the Effective Date: (vi) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Premises as the result of any Release or Threatened Release in, on, above, tinder or from the Premises arising or occurring on or after the ffective Date. (vii) any administrative processes or proceedings or judicial proceedings in any way co t nected with any matter addressed in (his Section'. (viii) any actual or threatened injury to. destruction of or loss of natural resources in any way connected with the Premises. including but not limited to costs to investigate and assess such "irtjur- . destruction or loss as a result of any Release or Threatened Release in, on. above, under or from the Premises arising or occurring on or after the Effective Date; (ix) any acts of Lessee or any other tenant, subtenant or users of the Premises in arranging for disposal or 421$45 11 5126!95 _16- treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Materials, Regulated Substances or USTs owned or possessed by such Lessee or such tenant, subtenant or users, at any facility or incineration vessel owned or operated by another person or entity and containing such or similar Hazardous Materials, Regulated Substances or USTs; (x)_ any acts of Lessee or any other tenant, subtenarit or users of the Pretises, in accepting my Hazardous Materials, Regulated Substances or USTs for transport to disposal or treatment facilities, incineration vessels or sites selected by Lessee or such tenant, subtenant or users, from which there is a Release, or a Threatened Release of any Hazardous Material or Regulated Substances which causes the incurrence of costs for Rernediation; (xi) any personal injury, wrongful death, or property damage relating to environmental matters arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally danprous activity on or near the Premises, as a result of any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; and (xii) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Section. H. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply with all Applicable Regulations. I: In the event of a conflict between the provisions of the Environmental Indemnity Agreement and this Lease. the Environmental Indemnity Agreement shall prevail, J. The obligations and rights and remedies of Lessor and Lessee set forth in this Section shall survive the termination, expiration and/or release of this Lease. 17. Condition of Premises; Maintenance, Lessee has inspected, or had the opportunity to inspect, the Premises and hereby accepts the Premises "AS IS" and "WHERE IS" with ito representation or warranty of Lessor as to the condition thereof, The Premises shall be kept in good, clean, sanitary and working condition; and Lessee shall at all times at its own expense, maintain, repair and replace, as necessary, the Premises, whether or not the Premises were in such condition on the Effective Date. 18. Waste; Alterations and Improvements. Leese shall not commit actual' or constructive waste upon the Premises. During the Lease Term. Lessee shall not alter the exterior,' structural, plumbing or electrical elements of the Premises in any manner without the consent of Lessor; which consent shall not be unreasonably withheld or conditioned; provided. however, Lessee mat` undertake nonstructural alterations to the Premises costing less than $25.000.00 without Lessor's consent. If Lessor's consent is required hereunder and Lessor consents to the making of any such alterations, the saute shall be made by Lessee at Lessee's sole expense by a licensed contractor and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall require. Any work at any time commenced by Lessee on the Premises shall be prosecuted diligently to completion. shall he of go od vrorknianship and materials and shall comply fully with all the terms of this Lease. Upon completion of any alterations. Lessee shall promptly provide Lessor with (1) evidence of full payment to all laborers and materialmen contributing to the alterations, (ii) an architect's certificate certifying the alterations to have been completed in conformity with the plans and specifications. (iii) a ' &!)"111 srz", -17- certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate . of occupancy), and (iv) any other documents or information treasonably requested by Lessor. Lessee shall execute and file or record, as appropriate, a "Notice of Non-Responsibility," or any equivalent notice permitted under applicable law, in the Mate. Any addition to or alteration of the Premises shall be deemed a part of such property and belong to Lessor, and Lessee shall execute and deliver to Lessor such instruments as Lessor may require to evidence the ownership by Lessor of such addition or alteration. 19. lademnification. Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of such Indemnified Party's gross negligence or willful misconduct) caused by, incurred or resulting from Lessee's operations of or relating in any manner to the Premises, or from any breach of, default under or failure to perform any term ter' provision of this agreement by Lessee, its officers, employees, agents or other persons. It is expressly understood and agreed that Lessee's obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason. 20. Quiet Enjoyment. So long as Lessee shall pay the rental and other sums herein provided and shall keep and perform all of the terms, covenants and conditions on its part herein contained, Lessee shall have the right to the peaceful and quiet occupancy of the Premises, subject to the terms of this Lease. Lessor makes no warranty respecting action by any other party; 21. Cond'eitit radon or Dearrtctinn A. In case of a taking of all or any part of the Premises or the commencement of any proceedings or negotiations which might result in a taking for any public or quasi-public purpose by any lawful power or authority by exercise of the right of condemnation or eminent domain or by agreement between Lessor, lessee and those authorized to exercise such right ("'Faking"). Lessee will promptly give written notice thereof to Lessor, generally describing the nature and extent of such Taking and including copies of any documents or notices received in connection therewith. B. In case of a Taking of the whole of the Premises. other than for temporary use ("Total Taking"), the obligations of Lessee with respect to the Premises shall terminate as cif the date of the Total Taking- Lessee's obligations to Lessor which accrue prior to the date of such Total Taking shall survive the termination of this Lease with respect to the Premises A Total "T"aking shall include a taking of substantially all of the Premises if. in the t essor's reasonable judgment, the remainder of the Premises is not usable and cannot he made usable for the purposes provided herein. Lessor shall be entitled to receive the entire award or payment in connection with any taking of the Premises without deduction for any estate vested in Lessee by this Lease, Lessee hereby expressly assigns to Lessor all of its right. title and interest in and to everN such award or payment and agrees that I.essee shall not be entitled to any av,-ard or Payment for the value of Lessee's leasehold interest in this Lease. Lessee shall be entitled to claim and receive any award or payment from the condemning authority expressly granted for the interruption of its business and moving expenses, but only if such claim or award does not 6:.1105 11 °.s?W: -Is- adversely affect or interfere with the prowcution of Lessor's claim for the Taking. Lessee shall prtmptly send Lessor copies of all correspondence and pleadings relating to any such claim- C. In case of a temporary use of all or any part of the Premises by a Taking ("Temporary Taking"), this Lease shall remain in full force and effect without any reduction of Base Annual Rental, Additional Rental or any other sum payable hereunder. Except as provided below, Lessee shall be entitled to the entire award for a Temporary Taking, whether paid by damages, rent or otherwise, unless the period of occupation and use by the condemning authorities shall extend beyond the date of expiration of this Lease, in which case the award imade for such Taking shall be apportioned between Lessor and Lessee as of the date of such expiration, At the termination of any such Temporary Taking, Lessee will, at its own cost and expense and pursuant to the terms of Section 18 above, promptly commence and complete the restoration of the Premises, provided, however, Lessee shall' not be required to restore the Premises if the Lease Term shall expire prior to, or within one year after, the date of termination of the Temporary Taking, and in such event Lessor shall be entitled to recover all damages and awards arising out of the failure of the condemning authority to repair and restore the Premises at the expiration of such Temporary Taking. U. In the event of a Taking of less than all of the Premises which is not a Total Tatting and which is for other than a temporary use ("Partial Taking"), then this Lease shall continue in fall force and effect on the following terms: (i) the Premises shall be reduced to exclude the portion which is the subject of the Partial Taking, (i)) all Base Annual Rental, Additional Rental and other sums and obligations due under this Lease shall continue unabated, and (ii) Lessee shall promptly commence and diligently prosecute restoration of the Premises to the same condition, as nearly as practicable, as prior to such partial condemnation. Lessor shall promptly make available in installments as restoration progresses an amount up to but not exceeding the amount of any award or compensation received by Lessor, upon request of Lessee accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and payable and is property a part of such costs and that Lessee has complied with the terms of Section 18 above in connection with the restoration- Lessor shall be entitled: to keep any portion of such award, compensation or damages which may be in excess of the cost of restoration, and Lessee shall bear all additional costs, fees and expenses of such restoration in excess of the amount of any such award, compensation or damages. I, Notwithstanding the foregoing. if at the time of any Taking or at any time, thereafter Lessee shall be in default under this Lease and such default shall be continuing. Lessor is hereby authorized and empowered but shall not be obligated, in the name and on behalf of Lessee and otherwise. to file and prosecute Lessee's claim, if any, for an award on account of any Taking and to collect such award and apply the same, after deducting all cos, fees and expenses- incident to the collection thereof. to the curing of such default and any other then existing default under this Lease, 1°: In the event of damage or destruction to all or any part of-the Premises, all awards. compensation or damages shall be paid to Lessor, and (i) all Base Annual Rental. Additional Rental and other sums and obligations dues under this Lease: shall continue unabated, and (ii) Lessee shall promptly commence and diligently prosecute restoration of the Premises to the game condition, as nearly as practicable, as prior to such damage or destruction. Lessor shall Mus 0 1 %rons -1 9- promptly matte available in installments as restoration progresses an amount up to but not exceeding the amount of any award, compensation or damages received by Lessor, upon request of Lessee accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and payable and is property a part of such costs and that Lessee has complied with the terms of Section 18 above in connection with the restoration. Lessor shall be entitled to keep any portion of such award, compensation or damages which may be in excess of the cost of restoration, and Lessee shall bear all additional costs, fees and expenses of such restoration in excess of the amount of any such award, compensation or damages. G. Notwithstanding the foregoing, nothing in this Section 21 shall be construed as limiting or otherwise adversely affecting tho°representations, warranties, covenants and characterizations set forth in Lease, including, without lirnitation, those provisions set forth in Section 4 of this Lease. 22. Inspection. Lessor and its authorized representatives shall have the right, upon giving reasonable notice, to eater the Premises or any part thereof and inspect the same and make photographic or other evidence concerning Lessee's compliance with the terms of this Lease- Lessee hereby waives any claim for damages for any injury or inconvenience to or interfere with Lessee's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned by such entry. Lessee shall keep and maintain at Lessee's chief executive office full complete and appropriate books of account and records of Lessee's business relating to the Premises in accordance with generally accepted accounting principles consistently applied. The books and records for the Premises shall at all times be open for inspection by Lessor or Mortgagee; their auditors or other authorized representatives. 23. 17ke,Tt, Remedies and Measure of f Damages. A_ Each of the following stall be an event of default under this lease (each, an "Event of Defaulf ). (i) If any representation or warranty of Lessee set forth in this Lease is false in any respect which falsity would have a Material Adverse Effect, or if Lessee renders any sEatement or account which is false in any material respect; (ii) If any rent or other monetary stem due under this Lease is not pair within five days from the date when due, provided, however, notwithstanding the occurrence of such an Event of Default, Lessor shall not be entitled to exercise its remedies set forth below unless and until Lessor shalt have given Lessee notice thereof' and a period of hire clays from the delivery of such notice shall have elapsed without such Event of [default being cured; (iii) if Lessee fails to pay, prior to delinquency. any taxes. assessments or other chargesthe failure ofwhich to pal' will result in the imposition ofa lien against the Premises pursuant to Applicable Regulations; (iv) If Lessee becomes insolvent within the meaning of the Code, tales or notifies lessor that it intends to the a petition under the Code, initiates a proceeding under any similar lain or statute relating to bankruptcy. insolvency. reurganixation, a:)%4i , t S2t.O.s 20y winding up or adjustment of debts (collectively, hereinafter, an"Action"), becomes the subject of either a petition under the Code or an Action, or is not generally paying its debts as the same become due; (v) if Lessee vacates of abandons the Premises, except as permitted by this Lease; (vi) If Lessee fails to observe or perform any of the other covettahts conditions, or obligations of this Lease; provided, however, if any such failure dues not involve the payment of any monetary sum, does not place any rights or Premises of Lessor in immediate jeopardy, and is withi=n the reasonable power of Lessee to promptly cure after receipt of notice thereof, all as determined by Lessor in its reasonable discrretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of 30 days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be doe ned to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30--day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such 30-day period, which shall in no event exceed 94 days after receiving notice of the failure from Lessor. If Lessee shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred Hereunder without further notice or demand of any kind being required; (vii) If a final, norrappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect and is not discharged or provision made for such discharge within 60 days from the date of entry thereof, (viii) If a default on the part of Lessee shall occur under any loan. agreement, :contract or other agreement pursuant to which Lessee has granted to a third party a security interest in any property of Lessee located at the Premises or used in connection with the operation of Lessee's business at the Premises; or (ix) if a default on the part of Lessee or any Affiliate of lessee stall occur under any lease or sublease pursuant to which such party leases or subleases any tither property from Lessor or any Affiliate of Lessor, unless (a) the Premises and such other property shall be subject to mortgages or ground leases held by different mortgagees or ground lessors, and (b) in such event. either Lessor or Mongagee shall. at their respective options; declare by written notice to the other and to I essee that such occurrence shall not constitute an Event of Default hereunder. 13. Upon the occurrence of an Event of Default. with or without notice or demand, except the notice prior to default required under certain circumstances by Subsection A above or such other notice as may be required by statute and cannot be waived by Lessee (all other notices being hereby waived). Lessor shall entitled to exercise. at its option. ir."4 E 11 Br.'W r -21- concurrently, successively, or in any combination, all remedies available at law or in equity, including without limitation any one or more of the following: (i) 'to terminate this Lease, whereupon Lessee's tight to possession of the Premises shall cease and this Lease,, except as to Lessee's liability, shall be terminated. (ii) To reenter and take possession of the Premises, any or all personal property or fixtures of Lessee upon the Premises and, to the extent permissible, area development agreements, permits and other rights or privileges of Lessee pertaining to the use and operation of the Premises and to expel Lessee and those claiming under or through Lessee, without being deemed guilty in any manner of trespass or becoming liable for any loss or damage resulting therefrom, without, resort to legal or judicial process, procedure or action. No notice from Lessor hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Lessor to terminate this Lease unless such notice specifically so states. If Lessee shall, after default, voluntarily give up possession of the Premises to Lessor, deliver to Lessor or its agents the keys to the Premises, or both, such actions shall be deemed to be in compliance with Lessor's right and the acceptance thereof by Lessor or its agents shall not be deemed to constitute ?a termination of this Lease. Lessor reserves the right following any reentry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice thereof, in which event this Lease will terminate as specified in said notice, (iii) To seize all personal property and fixtures of Lessee upon the Premises which Lessee owns or in which it has an interest, in which Lessor shall have a landlord's lien and/or security interest, and to dispose thereof in accordance with the laws prevailing at the time and place of such seizure or to remove all or any portion of such property and cause the same to be stored in a public warehouse or elsewhere at Lessee's sole expense, without becoming liable for any loss or damage resulting therefrom and without resorting to legal or judicial process, procedure or action. (iv) To bring an action against Lessee for any damages sustained b Lessor or any equitable relief available to Lessor. (v) To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original Lease Term), at such rentals and ulxrn such other terms as Lessor, in its sole discretion, may determine, waith' all proceeds received from such reletting being applied to the rental and other sums due from Lessee in such order as Lessor, may, in it sole discretion, determine, which other sums include. without limitation, all repossession costs,, brokerage commissions. reasonable attorneys' fees and expenses, emplo) ee expenses, alteration, remodeling and repair costs and expenses of preparing for such reletting. Lessor shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to izys?s ifsaaus -22- collect any rent due upon such reletting, and no such refusal or failure shall operate to relieve Lessee of any liability under this Lease or otherwise to affect any such liability. Lessor reserves the right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice thereof, in which event this Lease will terminate as specified in said notice, (vi) To accelerate and recover from Lessee all rent and other mom sums due and owing and scheduled to become due and owing under this Lease both before and after the date of such breach for the entire original scheduled Lease Term. (vii) To recover from Lessee all costs and expenses, including reasonable attorneys' fees, court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts, copies and other similar costs and fees, paid or incurred by Lessor as aresult of such breach, regardless of whether or not legal proceedings are actually commenced (viii) 'To immediately or at any time thereafter, and with or without notice, at Lessor's sole option but without any obligation to do so, correct such breach or default and charge Lessee all costs and expenses incurred by Lessor therein. Any sum or sums so paid by Lessor, together with interest at the Default Rate, shall be deemed to be additional rent hereunder and shall be immediately due from Lessee to Lessor. Any such acts by Lessor in correcting Lessee's breaches or defaults hereunder shall not be deemed to cure said breaches or defaults or constitute any waiver of Lessor's right to exercise any or all remedies set forth herein. In the event that a Mortgage or any other loan document secured by a Mortgage shall contain a cure period shorter than that set forth in this Lease, then Lessor shall be entitled to exerej5e the rights contained in this subsection }prior to the expiration of such shorter cure period so as to avoid default under such Mortgage or other loan document. (ix) To immediately or at any time thereafter, and with or without notice- except as required herein. set off any money of t.essee held by Lessor tinder this Lease against any sure owing by lessee hereunder. (x) To seek any equitable relief available to Lessor; including, without limitation. the right of specific performance, C.. In the event that the premises is located in Petunsylvania, the provisions of this Subsection C shall apply; 'THE FOLLOWING PARAGRAPHS SET FORII# WARRANTS OF ATTORNEY TO CONFFSS J1. 1DGMENTS AGAINST TENANT. IN GRANTING -1-11ESI WARRANTS OV ATTORNEY TOCONFESS JUDGMENTS ,AGAINST "TENANT, TENANT HEREBY KNOWINGLY, - IZIU1 115.r-olf6 INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICES AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA CONFESSION OF JUDGMENT FOR RENT. TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR SUCH RENT AND OTHER SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS LEASE, WITHOUT STAY OF EXECUTION AND WITH AN ATTORNEY'S COLLECTION FEE OF FIVE PERCENT (5%) OF THE AMOUNT DUE (BUTT NOT LESS THAN $5,000.00), WHICH IS REASONABLE AS AN :ATTORNEY'S FEE. TO THE EXTENT PERMITTED BY LAW, TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS- IF A VERIFIED COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST' TENANT SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE LEASE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. CONFESSION F JUDGMENT FOR POSSESSION. TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES, WITHOUT STAY OF EXECUTION. TO THE EXTENT PERMITTED BY LAW, TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BF CONFESSED AS OFTEN AS ANY EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE ,TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. IF SUCH PROCEEDING IS TERMINATED AND POSSESSION OF THE PREMISES REMAINS IN OR IS RESTORED TO TENANT. LESSOR SHALL HAVE THE. RIGHT FOR THE SAME EVENT OF DEFAULT AND UPON ANY SUBSEQUENT I VENT OR EVENTS OF DEFAULT, OR UPON THE TF`RMINATION OF THIS LEASE UNDER ANY OF THE TERMS OF THIS LI?ASF. TO BRING ONE OR MORE FURTHER AC1 ION C3R ACTIONS TO RECOVER POSSESSION OF THE PREMISES AND CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION THE PREMISES AS HEREINABOVE PROVIDED. U,PRESENTATIONS. TENANT HEREBY REPRESENTS THAT (A) TENANT IS KNOWLEDGEABLE IN BUSINESS MATTERS; (B) TIHS LEASE IS FOR BUSINESS OR COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL OR RESIDENTIAL PURPOSES, AND (C) TENANT HAS FULLY REVIEWED THE AFORESAID WARRANTS OF ATTORNEY TO CONFESS JUDGMENT WITH ITS OWN COUNSEL AND UNDERSTANDS THAT IT IS WAIVING CERTAIN RIGHTS IT WOULD OTHERWISE POSSESS. D. All growers and remedies given by this Section to Lesser, subject to applicable law, stall be cumulative and not exclusive of one another or of any other right or remedy or of any other powers and remedies available to Lessor under this Lease, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of Lessee contained in this Lease, and no delay or omission of Lessor to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any other subsequent Event of Default or impair any rights or remedies consequent thereto. Every power and remedy given by this Section or by law to Lessor may be exercised from time to time, and as often as may be deemed expedient, by Lessor, subject at all times to Lessor's right in its sole judgment to discontinue any work commenced by Lessor or change any course of action undertaken by Lessor, 24, Mortgage, Sabord atfon Nand urbance and Attorn nwntf A. Lessor's interest in this Lease and/or the Premises shall not be subordinate` to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. EXCEPT AS OTHERWISE CONSENTED TO BY LESSOR PURSUANT TO SECTION 26, NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST OR CNC UMBRANCE OF ANY HIND UPON ANY, ALL OR ANY PART OF THE PREMISES OR LFSSEF'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SMALL BE VOID. FURTHERMORE. ANY SUCH PURPORTED TRANSACTION SHALT.. BE DEEMED A TORTIOUS INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LI SSFE AND LESSOR'S FEE OWNERSHIP OF THE PREMISES- B. This Lease and the estate, interest and rights hereby created are subordinate to every Ground Lease and Mortgage now or hereafter placed upon the Premises by Lesson and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien or interest of anN or all such Ground Leases or Mortgages as shall be desired by Lessor or any present or proposed Ground Lessor or Mortgagee. Notwithstanding the foregoing, the subordination of this Lease to any future Ground Lease or Mortgage shall be subject to the execution by such ground Lessor or.Mortgagee ofa subordination, nondisturbance and attornment agreement in substantially the form set forth in -25- Exhibit C or such other form as is reasonably, aacceptable to such future Ground Lessor or Mortgagee. C If any Mortgagee, receiver or other secured party elects to have this Lead and the interest of Lessee hereunder be superior to any such interest or right and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such Mortgage, whether this Lease was executed before or after such Mortgage and in that event such Mortgagee, receiver, trustee or other secured party shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the Mortgage and has been assigned to such Mortgagee,; receiver, trustee or other secured party. p Although the foregoing provisions shall be self operative and no future instrument of subordination shalt be required, upon request by Lessor, Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 days after demand. Lessee does hereby make, constitute and irrevocably appoint Lessor- as its agent and attorney-in-fact and in its name, place and stead so to do, which appointment shall be deemed coupled with an interest- F. In the event that any existing or prospective Ground Lessor or Mortgagee requires?a modification or modifications of this Lease, which modification or modifications will not cause an increase in rent or in any other way materially and adversely change the rights or obligations of Lessee under this Lease, Lessee agrees that this Lease may be so modified and des to execute whatever documents are required therefore and deliver the same to Lessor within ten (10) days following written request by Lessor. In the event Lessee fails to execute and deliver such documents within ten (10) days of written request by Lessor, Lessee does hereby make, constitute and appoint Lessor as Lessee's attorney-in-fact and agent in its name, place and stud to do so. This power of attorney is given as security coupled with an interest and is irrevocable. F. In the event any ground Lessor or any purchaser or assignee of Mortgagee, at a foreclosure sale acquires title to the Premises, or in the went any Ground Lessor or Mortgagee or any assignee of such party otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee shall attorn to such Ground Lessor or Mortgagee or such purchaser or assignee, as the case may be (individually and collectively, a "Successor Lesser"), and recognize: the Successor lessor as Lessor under this Lease, and this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and lessee, provided that the Successor Lessor shall only be liable for any obligations of the Lessor under this lease which accrue after the date that such Successor Lessor acquires title. The foregoing provision shall he self operative and effective. without the execution of any further instruments. G. Lessee shall give written notice to any Ground Lessor of the Premises or Mortgagee having a recorded lien upon the Premises or any part thereof of which Lessee has been notified of any breach or default by Lessor of any of its obligations under this Lease. If, within thirty (30) days after receipt of written notice from Lessee, Mortgagee, at Mortgagee's .,ole option. commences to cure a default of Lessor under this Lease that is capable of being cured by Mortgagee, or commences to pursue any other of its remedies under the Mortgage and R334511Iram thereafta diligently pursues such cure to completion, Lessee agrees not to termittste this Lease, reduce rent, credit or offset against future rents, consent or acquiesce in the termination of the Lease or surrender the Premises and agrees to continue to be bound by the terms of this Lease. Upon request by Lessor, Lessee shall also provide Lessee's most recent audited funicial statements to Lessor or any such Ground Lessor or Mortgagee and certify the continuing accuracy of such financial statements in such manner as Lessor and such Ground Lessor or Mortgagee tray request. 25: LswWel Cert?flcate. A. At any time, and from time to time, Lessee agrees, promptly and in no went later than 10 days after a request from Lessor or any Ground Lessor or Mortgagee of the Premises to execute, acknowledge and deliver to Lessor or any present or proposed Ground Lessor or Mortgagee or purchaser designated by Lessor, any Ground Lessor or Mortgagee of the Premises a certificate in the form supplied by Lessor, certifying: (i) that Lessee has accepted the Premises (or, if Lessee has not done so, that Lessee has not accepted the Premises, and specifying the reasons therefor); (ii) that this Lease is in full force and effect and has not been modified (or if Modified, setting forth all modifications), or, if this Lease is not in full force and. effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term and the terms of any extension options of Lessee; (iv) the date to which the recitals have been paid under this Lease and the amount thereof then payable; (v) whether there are then any existing defaults by Lessor in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease which has not been cured, except as to defaults specified in the certificate; (vii) the capacity of the person executing such certificate, and that such person is dilly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-today operations of the Premises, including the USTs or the handling or disposal of solid or hazardous waste, except as expressly provided in this Lease; and (ix) any other information reasonably requested by Lessor, or its present or proposed purchaser or Ground Lessor or Mortgagee. 13. If Lessee shall fail or refuse to sign a certificate in accordance with the provisions of this Section within 10 days following a request by Lessor, Lessee irrevocably constitutes and appoints Lessor as its attornev-in-fact to execute and deliver the certificate to any such third party, it being stipulated that such power of attorney is coupled with an interest and is, irrevocable anti binding. e:3s4* it-u rti -27- 26. Assignment.. A. If Ground Lessor or Mortgagee shall succeed to the rights of Lessor as landlord under this Lease, whether through termination of a Ground Lease, foreclosure of the lien of a Mortgage, deed-in-lieu of foreclosure or otherwise, Ground Lessor or Mortgagee, as Lessor, shall have the right to sell or convey the Premises or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of arty such We or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale (provided, however, nothing in this Section 26 shall impose liability on Ground Lessor or Mortgagee or such purchaser or assignee, as Lessor, for the obligations of Lessor accruing under this Lease prior to the time Ground Lessor or Mortgagee or such purchaser or assignee, as the case may be, succeeds,to Lessor's rights as Lessor under this Lease). 8. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Premises in entering into this Lease. Without the prior written consent of Lessor, (i) Lessee shall not assign, transfer, convey. pledge or mortgage this Lease or any interest; therein, whether by operation of law or otherwise; (ii) no interest in Lessee shall be assigned, trwisferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee; and (iii) Lessee shall not sublet all or any part of the Premises. Lessor agrees that it shall not unreasonably withhold or delay its consent to such matters, it being understood that Lessor's consent may be based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses to continue operating the Premises for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether orr .not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of the Premises shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge or mortgage in violation of this paragraph shall be voidable at the sole option of Lessor. 27. Notices. All notices. consents. approvals or ether instruments required or permitted to be given by either party pursuant to this Lease ('Notices'') shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered trail, return receipt requested (provided, however, Notices sent by certified or registered mail shall also be delivered h}, one of the other methods described in subitems (i), (ii) and (iii) hereof), and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, with facsimile machine confirmation, (c) the next Business Day. if delivered by express overnight delivery service. or (d) the third Business Dav following the day of deposit of such notice with the United States Postal, Service, if sent by VW4s,:11 Bat 3n'r- 8 certified or registered mail, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below,. If to Lessor. `Real Estate Department Attn: William Long Uni-Marts, LLC 477 East Beaver Avenue State College, PA 16801-5690 Telephone: 814-234-6000 Te>lecopy : 814-234-327' If to Lessee: DHCS Corporation Attn: Daniel Chapped 104 Range Court Windchester VA ,22642 Telephone: Tef ecopy : or to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above. No such notices, consents. approvals or other communications shall be valid unless ground Lessor or Mortgagee, if any, receives a duplicate original thereof, provided Lessor has provided Lessee with contact information for such party. The contact information for General Electric is: GE Capital Franchise Finance Corporation 17207 North Perimeter Drive Scottsdale, AZ 85255 Attn: Collateral Management Telephone: (480) 585-4540 Telecopy: (480) 585-2225 or to such other address or such other person as either party may froth time to time hereafter specify to the other party in a notice delivered in the manner provided above. 29. Holding Over. IfLessee remains in possession of the Premises after the expiration of the term hereof, lessee, at Lessor's option and within Lessor's sole discretion. may he deemed a tenant on a month-to-month basis and shall continue to pay rentals and other sums - in the amounts herein provided, except that the Base Monthly Rental shall he automatically ,doubled, and to comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessee shalt defend; inde=mnify, protect and hold Lesser harmless from and against any and all claims. losses and liabilities for damages resulting from Lessee's failure to surrender possession upon the expiration of the Lease Term. including, without limitation, any claims made by any succeeding, lessee- 29. Lessor's Lren/Seeurir}> Interest lessee agrees that Lessor shall have a landlords lien, and additionally hereby separately grants to lessor a first and prior security interest, in, an r.51?J 11 ^.o47S 29- and against all personal property belonging to Lessee from time to time situated on or used in connection with any or all the Premises, which lien and security interest shall secures the paymeat of all rental and other charges payable by Lessee to Lessor under the terms hereof and all either obligations of Lessee to Lessor under this Lease; provided, however, that such lien and security interest shall be automatically subordinated and second in lien priority to (a) any security interest in such assets granted by Lessee to an unaffiliated financial institution as security for purchase money financing utilized to acquire such assets, (b) any security interest in such assets granted by Leese to an unaffiliated financial institution as security for financing utilized to acquire the business Ott the Premises, and (c) all renewals, replacements, modifications, and extensions of such financings. Lessee further agrees to execute and deliver to Lessor from time to time financing statements and other documents as Lessor may then deem appropriate or necessary to perfect and maintain said lien and security interest, and expressly acknowledges and agrees that, in addition to any and all other rights and remedies of Lessor whether hereunder or at law or in equity, in the event of any default of Lessee hereunder, Lessor shall have any and all rights and remedies of Lessor granted a secured party under the Uniform Commercial Code then in effect in the State. If Lessee shall fail for any reason to execute any such financing statement or docu merit within 10 days after Lessor's request therefor, Lessor shall have the right to execute the same asattorney- in-fact of Lessee, coupled with an interest, for, and on behalf, and in the name of Lessee. Lessee covenants to promptly notify Lessor of any changes in Lessee's name and/or organize6onal structure which may necessitate the execution and filing of additional financing statements (provided, however, the foregoing shall not be construed as Lessor's consent to such changes)- 30. . R+eo mml of Lessee's Ptoperty. At the expiration of the lease Term, and if Lessee is not then in breach hereof, Lessee may remove from the Premises all personal property belonging to Lessee. Lessee shall repair any damage caused by such removal and shall leave the Premises broom clean and in good and working condition and repair inside and out. Any property of Lessee left on the Premises on the tenth day following the expiration of the Lease Term shall automatically and immediately become the property of Lessor, provided, however, that this provision shall not relieve lessee from the obligation to dispose of such property if requested by Lessor. 31. financial Swewen tr. Within 45 days after the end of each fiscal quarter, and within 12U days after the end of each fiscal year of Lessee, Lessee shall deliver to Lessor (i) complete financial statements of Lessee including a balance sheet, profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended, and (ii) income statements for the business at the Premises. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied from period to period. and shall be certified to be accurate and complete by Lessee (our the Treasurer or other appropriate officer of Lessee). Lessee agrees to reasonably cooperate with Lessor's requests to provide such financial information prior to the end of the applicable period established for delivering such information. Lessee understands that Lessor is relying, upon such financial statements and Lessee represents that such rcliancc is reasonable. In the event that Lessee's property and business at the Premises is ordinarily consolidated with other business for financial statement purposes, such financial statements shall be prepared on a consolidated basis showing separately the sales, profits and losses, assets and liabilities pertaining to the Premises with the basis for allocation of overhead of other charges being clearly 92350 )1 MW -30 set. forth. The financial statements delivered to Lessor need not be audited, but Lessee sUl deliver to Lessor copies of any audited financial statements of Lessee which may be prep d, as soon as they are available. Lessor shall be permitted to share copies of all Lessee financial statements and other information concerting this Lease with any Mortgagee or prospective purchaser of the Premises. 32. Force Majeure_ Any prevention, delay or stoppage due to strikes, lockouts, acts of trod, enemy or hostile governmental action, civil commotion, fire or other casualty beyond the control of the party obligated to perform shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, except the obligations imposed with regard; to rental and other monies to be paid by Lessee pursuant to this Lease. 33. Document Review. In the event Lessee makes any request upon Lessor requiring Lessor or its attorneys to review and/or prepare (or cause to be reviewed and/or prepared) any document or documents in connection with or arising out of or as a result of this Lease: then, except as expressly stated elsewhere herein, Lessee shall reimburse Lessor or its designee promptly upon Lessor's demand therefor a reasonable processing and review fee. 34. Time is of j'the Essence. Time is of the essence with respect to each and eery provision of this Lease in which time is a factor. 35. Consent of Lessor. Unless specified otherwise herein, Lessor's consent to any request of Lessee may be conditioned or withheld in Lessor's sole discretion. Lessor shall have no liability for damages resulting from Lessor's failure to give any consent, approval or instruction reserved to Lessor, Lessee's sole remedy in any such event being an action for injunctive relief: Notwithstanding anything to the contrary contained herein, in all instances where consent or approval is required under a Mortgage or ground Lease, Lessee shall be required to obtain such consent or approval from troth Lessor and Mortgagee- 36. Woiver and Amendment. No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought: Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Lessor of an amount less than the monthly rent and other payments stipulated to be due under this Lease shall be deemed to be, other than a payment on account of the earliest such rent or other payments then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be deemed s waiver of Lessor's right to collect any unpaid amounts or an accord and satisfaction. 37. Successors Bound. Except as otherwise specifically provided herein, the terms,,. covenants and conditions contained in this Lease shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties hereto. A No Merger. The voluntary or other surrender of this Lease by Lessee, or a ;mutual cancellation thereof, shall not result in a merger of Lessor's and Lessee's estates, and shall, at the option of lessor, either terminate any or all existing subleases or subtenancie_s. or operate as an assignment to Lessor of any or all of such subleases or subtenancies. 6,'04 4 4 0 511264J, -3I» 39: Captions. Captions are used throilghoot this Lease for convenience of t reatee' only and shall not be considered in any manner'in the construction or interpretation heareot: 40. Enforceability. If any part of this Lease shall be held unenforceable by any court of competent jurisdiction, the remainder shall remain in full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein. 41. Re wh p of tke Parties; IntcrpretWOR, A. None of the agreements contained herein is intended, nor shall the sarrae be deemed or construed, to create a partnership (either de jure or de facto) between Lessor and. Lessee, to make thew joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee. E3. This Lease shall be interpreted and construed in a fair and impartial mawr without regard to such factors as the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party. Whenevor in this Lease any words' of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of a covenant 42. Easements. Enuring the Lease Term, Lessor shall have the right to grant utility easements on over, under and above the Premises without the prior consent of Lessee, provided that such easements will not materially interfere with Lessee's long-term use of the Premises. 4, Bankruptcy. A. As a material inducement to Lessor executing this Lease, Lessee acknowledges and agrees that Lessor is relying upon (i) the financial condition and specific operating experience of Lessee and Lessee's obligation to use the Premises as a Ifni-Matt Facility in accordance with standards adopted on a system-wide basis, (ii) Lessee's timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Code for Lessee. (iii) all defaults under this Lease being cured promptly, (iv) the characterization of this Lease as set forth in Section 4, and (v) this Lease being assumed within' 60 days of any order for relief entered under the Code for Lessee. or this Lease being arejected; within such 60 day period and the Premises surrendered to Lessor, Accordingly. in consideration of the mutual covenants contained in this Lease and for other good and valuable consideration. Lessee hereby agrees that: (i) All obligations that accrue under this Lease (including the obligation to pay rent), from and after the date that an Action is commenced shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harrnful and prejudicial to Lessor; 00 Any and all obligations under this Lease that become due from and after the date that an Action is commenced and that are not paid as required by this Lease 1131s4s It.S...DNs shall, in the amount of such rents, constitute aci inistrttive expense claims alhawable under the Code with priority of payment at least equal to that of any other awl and. necessary expenses incurred after the commencement of the Action; (iii) Any extension of the time period within which the Lessee may assusne or reject this Lease without an obligation to cause all obligations coining due under this Lease from and after the date that an Action is commenced to be performed as and when required under this Lease shall be harmful and prejudicial to Lessor; (iv) Any time period designated as the period within which the Lessee must cure all defaults and compensate Lessor for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Lessor; (v) Any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or araerdmesnt, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Lessor shall be harmful and prejudicial to Lessor; (vi) Any proposed assignment of this Lease to an assignee- (a) that will not use the Premises specifically as a Uni-Mart Facility in accordance with standards adopted on a system-wide basis, or (b) that does not possess a financial condition, operating performance and experience characteristics equal to or better than the financial condition, operating, performance and experience of Lessee as of the Effective Date, shall be harmful and prejudicial to Lessor; and (vii) The rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Code, and Lessee stipulates that such automatic stay shall be lifted immediately and possession of the Premises will be delivered to Lessor immediately without the necessity of any further action by Lessor. (viii) This lease shall at all times be treated and interpreted in a many consistent- with the specific characterizations set forth in Section 4 of this Lease, and assumption or rejection of this Lease shall be (a) in its entirety and (b) in strict accordance with the specific terms and conditions of this Lease. B- No provision of this Lem shall be deemed a waiver of Lessor's rights or remedies under the Cade or applicable law to oppose any assumption and/or assignment of this tease, to require timely performance of Lessee's obligations under this Lease, or to regain possession of the Premises as a result of the failure of Lessee to comply with the terms and conditions of this Lease or the Code. C'_ Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee it) or on behalf of Lessor under this Lease, whether or not expresssly: denominated 'as such. shall constitute "rent" for the purposes of the Code yJ as 11 AA#105 D. For purposes of this Section addressing the rights and obligations of Lessor and Lessee in the event that an Action is commenced, the term "Lessee" shall include Lessee's successor in bankruptcy, whether a true, Lessee as debtor in possession or other responsible person. 44. No Offer. No contractual or other rights shall exist between Lessor and Lessee with respect to the Premises until both have executed and delivered this Lease, notwithstatt ng that deposits may have been received by Lessor and notwithstanding that Lessor may have delivered to Lessee an unexecuted ropy of this Lease. The submission of this Lease to Lessee shall be for examination purposes only, and does not and shall not constitute a reservation of or an option for Levee to lease or otherwise create any interest on the pact of Lessee the Premises., 45. Other Dorumens. Each of the parties agrees to sign such other and farther documentsas may be necessary or appropriate to carry out the intentions expressed in this Lease, 46. AatorneysrFees. In the event of any judicial or other adversarial proceeding between the parties concerning this Lease, to the extent permitted by law, the prevailing party shall be entitled to recover all of its reasonable attorneys' fees and other costs in addition to any other relief to which it may be entitled- In addition, Lessor shall, upon demand, be entitled to all reasonable attorneys' fees and all other costs incurred in the preparation and service of any notice or demand hereunder, whether or not a legal action is subsequently commenced. References in this Lease to Lessor's reasonable attorneys' fees and/or costs shall meant both the fees and costs ` of independent counsel retained by Lessor with respect to the matter and the fees and costs of Lessor`s in4muse counsel incurred in connection with the matter- 47. Entire Agreement. This Lease and any other instruments or agreements refer to herein constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements except as herein provided. Without limiting the foregoing, Lessee specifically acknowledges that neither Lester' not any agent, officer, employee or representative of Lessor has trade any representation or warranty regarding the projected level of Lessee's gross sales for the Premises or the projected profitability of the business to be conducted on the Premises. Furthermore, Lessee acknowledges that l Eessor did not prepare or assist in the preparation of any of the projected figures used by lessee in analyzing the economic viability and feasibility of the business to be conducted by Lessee at the Premises. 4$.. Forum Selection; Jurisdietion; Venme; Choice of Law.. For purposes of any action or proceeding arising out of this Lease, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the State. Lessee consents that it may be moved with any process or paper by registered frail or by personal service within or without they State in accordance with applicable law. Furthermore, lessee waives and agrees not to assert in any such action, suit cir proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the. action, suit or proceeding is improper. This Lease shall be governed by and construed in accordance with the internal laws of the State. without regard to principles pf conflict of law. l.9us 14 S46.0% -34- 49. Counterparts. This Lease may be executed in one or more counterparts, each of which shalt be deemed an original- 50. Joint and Several Liabitity. If Lessee consists of more than one individual or entity, each such individual and/or entity shall be jointly and severally liable for all obligations of Lessee under this Lease. 51,. Limitation of L+r's Liability. Lessee shall look solely to Lessor's interest in the Premises for enforcement of any obligation of Lessor under this Lease or under applicable law. No other property or other assets of Lessor shall be subject to levy, execution or other enforcement proceeding for the satisfaction of Lessee's remedies or with respect to this Lease, the relationship of landlord and tenant or Lessee's use and occupancy of the Premises. $2, Termination Document Upon Lessor's request, Lessee agrees to execute and acknowledge a termination of lease and/or quit claim deed in recordable form with respect to the Premises to be held by Lessor until the expiration or sooner termination of the Lease Term. 53. No Brokerage. Lessor and Lessee represent and warrant to each other that they have had no conversation or negotiations with any broker concerning the leasing of the Premises except Lessor's Broker. Lessor shall be solely responsible for all fees payable to Lessor's Broker. Each of Lessor and Lessee agrees to protect, indemnify, save and keep harmless the other, against and from all liabilities, claims, losses, costs, damages and expenses, including reasonable attorneys' fees, arising out of, resulting from or in connection with their breach of the foregoing warranty and representation- 54. Waiver of Jury Trial and Punitive, Consequential, Special and ndired Pamages. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUN'T'ERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LESSOR AND LESSOR, LESSEE'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE. OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE. CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LESSOR OR ANY OF LESSOR'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LESSEE AGAINST LESSOR OR ANY OF LESSOR'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS 1.I:ASE OR.,1NY DOCOMENT CONTFMPLATED HEREIN OR RELATED IJERETO. THE WAIVER BY LESSEE OF ANY RIGHT` IT MAY HAVI '10 SEEK PUNITIVE, _ vls 11 4('441 -35- CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PANTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. 55, Automatre Teller Machine. Lessor reserves the sole and exclusive right; 6om time to time, to enter into an agreement with an unrelated third party providing for the installation and operation of an automatic teller machine ("ATM") within the Premises in a location reasonably approved by Lessee. Lessor shall be responsible for arranging for the instatiation of the ATM, at Lessor's cost, and shall be permitted to install necessary utilities and communications cabling. Lessee shall not install or hermit the installation of any automatic teller machine other than the ATM 56. Signage. Lessor reserves the sole and exclusive right, from time to time, to enter into one or more agreements (each, a "Signage Agreement") providing for the sate of signage rights in and about the Premises. Without limitation, such signage may be placed in, on and around the Building and other improvements at the Premises, upon any trade fixtures of Lessee, or free standing. Such signage must be in compliance with applicable law and shall not (i) be constructed in a manner or placed in any location which materially interferes with Lessee's operations at the Premises, (ii) be offensive or disreputable in nature or (iii) advertise the stale of products or performance of services which would be in direct competition with the products and services sold by Lessee. Lessor shall share with Lessee fifty percent (5U%) of any net income: earned by Lessor from time to time in connection with the sale of signage rights in and about the Premises. 57. Telecommunications Antennae.- Lessor reserves the sole and exclusive right, from time to time, to enter into one or more agreements with unrelated third parties providing for the installation and operation of telecommunications antennae (the "Antennae") within the Premises in locations chosen by Lessor, provided that the sa to shall be installed and operated 'in compliance with applicable law and shall not be placed in any location which materially interferes with Lessee's operations at the Premises, Lessor shall be responsible for arranging for the installation of the Antennae, at Lessor's cost, anal shall be permitted to install necessary utilities and communications cabling. Lessee shall not install or permit The installations of any. telecommunications antennae other than the Antennae. IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date. first above written. LESSOR UNI-MARTS, LLC, a Pennsylvania limited liability company` Sy - AIM UbAMAA kC-Mia D. `t`itle: ier L ESSEE DHCS CORPORATION, a Pennsylvania corporation By 14, ? Name: Da Title: President 342JM5it `-37- Exhimt A Ltg*i tk*cription A. 4i 14 Ar6o.} * S ,, u DI -? Fr:, x A?at Erta?s Tr;+ufir 1aa C-. Dot Avf. V02 the -_` car nineteen rd ea eigat? (1933, KNEW OW MAY."IN?a^ti r-'0L3 S E. VART-,,4, ..IS w.`er herP.;naf-,e- ca-:ed and ;;.1:-MAC=5. :W, a 3;e.aw;,_:e -its pr_nc:pa_ cff_ce r.: z'! East Beave:' Avenue. StaZLa o .ege, P4.n%y:Va^ia, here:r.._ftier cai;ed CranLees. WiTNESSE,H that in ccnsiderazion of the sur. of Two 4unared Forty Tousand (S240.000.00) ^.c'tears, in, hand pair:, tre ;eceLpt whereof is hereby acknow:edged. the said Grantors do hereby gran: and convey i:, tae '.yt-MP:e to said E: antees, ALA , t!-csp cert _.. zrac:s or parcels of round s.tuate :n the 3o.:}i gh of Sa:ppensbu.-g Co€ n y +)f Cumberland. Si.:: e Of ? rn3y_ more ^r42 i ?_ 2.*_ f O i.G?C Snd CP.SC-:?eC ::S ` ::_CS+S ?ARCK *= 3E`': N:.3G a :.e SuLZ::wes; rti_::e? or 7 cancre-e ,ror...;s&e?t Si?4' 3 ',:he '_Ilte SL G:=o... u,` :.^. P, ":o :iWtYG:'/ S :Ct'? J: tG=i.?s W L: Pe _ W .. w`'.r- 'aSzC. _ V 3-: de Jf Nl? ° ... .-enn S?_. _, ence Nlcr _. 24, S xi. .. .: i'_ ° SECC3P.u5 'Ales.., .a ull' :8 15.P .J side of Nc^LS: ?. ^ Street, -L5zance of _33 3 feet to Zane No^zhwes: corner of a concrete «onuveaz. _:lencp :tart., ria (,eg7eP5 G$ "in cs Z?"T Seconds East, a dirt-ante o 2.`; _.)(_l fee:, :O -„E' Nor ';ie asz corner o: onCreL':? jo..-uvenc; in zhe WPsTer: r 6c:_,nd; r y of .;ants now or :3Lc; of ;cei Shap:ey, aerl'-' naf`ee II: ?,C:: bt'd 1:: h :L E ^.encC :}. zfnutes 3 s - conds Easz, a:org ands of said Parce a c 3LancP. of 133.33 feet .:o a pons.: .n z e sine of aS &_ng St,ee-, said point being the 5outhwestw?rd;y - arner of sa:a ?a,. Ge.:. :_ : thence Souz 6w tin,4 1s: ancF ++r 2 .€, €?e to .:ne in: or pace of 3E ENC. t3 e?S ^.=x J side Street. .:stance :`lo: '.. a E jr Ct S A ?7 seconds 3as 2 50 fee: f_o.l he xersec,;on o t E_ ":ls e«^,v 5 de of ?e!-,n Stree, wi.? i ;I?r- er.1 s.c'- as 0:19 30M. said paint being vnc. Sowt:-W ca Ver of :and now or f07?-,er_y of u-- cer.z {i:z,z er thence North 4 cez'ec?s as ^,I ;;;Les .;:, sec,,n.cs West. <i.ong ;i.e aaster:,y Otlcre e mon;L;,me_n see a. z he Sou .Eats' ^1' of :and :low r II-!rer ;'4r of Jr. ,M W_er_ Aeve a or.? ._<mP7_- );)"-,oa;.-v it a-U i=d of Jr. :4.0. .. ;- .. . .`Circe.. _.x ue°if!f's >- S`.:....°5 :v SPf:,`C^vS WB`o .?.r set to Inn Nor- :ward v co:- :er f1 a ':-Inc;.P`C. ^. :t?.'. Souther--I s:ce .._,..c _ r'a. "Pnce ?, pub _ , . . '6 2 n" I oYJ .^.ef:r:t a ... A ...... Y.P._ 16 ?ivzes, 20 , nab ' : 0 O _. . 7 in ..c . S;ne 'a law-,. p: ace of SEC:: KING . U7 5<G4 of t.dSL Y:ng St:ee:. U.S. ;ooze iii 6342 fee- East of r mo;iu:aei tie Xo,theOs cor^e; of :°e _..rr.-secr,or of U. Penn Street and Easy Xfng Street (L'.S. Fo,;,e _i,' ,:so at the dividing ;--np oetween ands now or iate of tae ,h-4-,rd S?a.es Coverar„er.t and premises hene_in oescr bed: thence Wort; 24 degze s 56 m.:utes 20 seccnds Wes- along tale same 257.:9 feet to a pout or. he 6c; hern side of M::_.,.. A::ey; _hence North 63 deg7ees 23 minutes 60 seconds East, a:ong t1ne same 3 Feet ro a point at !!lie of :ands now or _ate of :,ee 7,f eh:. ,.:ease Sou,:. 24 degrees .56 m; ;l: es East. along ;:he same 256.79 feet do a poi: o,: the Northern side of East King S`reNt (U S °cuze :._'. :e^ e So:;-,h. 63 kieg'.ees 36 ninutes 27 seconds Wes-- ai ong -he same 37 fee: z a a po i n- , place o 3EG,N",IT NC. 3E.?I', ;a .u -ea deed dared Apr.: 9. ,97y Feeds Cravats ,e-e n , in-, :;f,t:nr_J. ;yen 3co;: Vo'_a;;e 2'3 iit Page A the },._ wi__ ?+r. .. rr;.. ne prUat:. "3 _^.erea'/ lzonveynu. : :9:-? c>e 'Ianas ;Ind saws .ce nay and ve :r _ nove -sw; .'an. " Sea:ea ar.c ce_.ve:^eo :r-:e k 11 M°lkEL3?dY .fif3asMS . «t Tf'Mr?. ...T ::..i L'/ . ,2 CFK. r .,? y'4TEL 7 5N)FG€DY!r®tH7G ?"!`7Rri4Y#.;'. 67t/i ?5?-. ibis B Third Party Uses - NONE Ettlti??iit C` Form ofTFAteppet, SubordiuMiao, Nondiistatbance and Attornaeatt Agtr',eemeta# Ret,mding requested by and whets recorded return to. WrOPPEL, SUBORDINATION, NON-DISTURBANCE AND ATTORNM ENT AGREEMENT THIS ESTOPPEL, SUBORDINATION, NON-DISTURBANCE AND ATTORNNMENT' AGREEMENT (this "Agreement"), is made as of 200_, by and among _ a ("Tenant"), whose address is -? , Uni-Marts. LLC, a Pennsylvania limited liability copy ("Landlotid"), whose address is 477 East Beaver Avenue, State College, Pennsylvania 16801-5694, and a ("Leader"), whose address is RECITAI S A. Landlord and Tenant are parties to a Lease dated as of , 20 (the "Lease"), wherein Tenant leases certain real property legally described on the attached Exhibit A and certain improvements located thereon (said real property and improvements being hereinafter collectively referred to as the "Premises"), B. The Premises is encumbered by that certain from landlord and held by tender (together with (i) an), and all increases, renewals' modifications, extensions. substitutions, replacements and or consolidations thereof or of the Note (hereinafter defined) and (ii) any future mortgage or encumbrance affecting the Premises held by or made for the benefit of Lender and/or its successors and assigns, the "Mortgage") securing that certain promissory note dated as of the date of the Mortgage payable to the order of tender with respect to the Premises (the "Note"). which Mortgage has been recorded, or is to be recorded contemporaneously with the recording of this Agreement, in the records of the county recorder where the Premises is. located, C.. Tenant has agreed to recognize the rights of Lender in accordance with the terms and provisions of this Agreement with respect to the Premises and has further C_..I. certified to and agreed with Lender as to certain matters with respect to the Lease as more particularly set forth herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows: Srtbordinalfan. A. Notwithstanding anything to the contrary contained in the Lease, the Lease and the leasehold estate created thereby is hereby declared to be, and hereafter shad continue at all tithes to be, junior, subject and subordinate, in each and every respect, to the Mortgage, including, without limitation, (i) any and all increases, renewals, modifications, extensions, substitutions, replacements and or consolidations of the Note or the Mortgage and (ii) any future mortgage or encumbrance affecting the Premises held by or made for the benefit of Lender and/or its successors and assigns. The foregoing subordination is effective and self=operative without the necessity for execution of any further instruments. B. Tenant hereby covenants with Lender that Tenant will not cause the. Lease to be subordinated to any interests other than those held by or made for the benefit of Lender and/or its successors and assigns without prior written notice to and prior written consent of Lender. C. At any time atthe election of Lender; Lender shall have the right to declare the Lease superior to the lien. provisions, operation and effect of the Mortgage. 2_ Naedirturbance. So long as Tenant is not in default, beyond any applicable cure period, in performance of the terms, provisions and conditions contained in the Lease: A. Tenant shall not be named or joined in any foreclosurr or other proceedings to enforce the Mortgage unless such joinder be required by law in order to pursue such foreclosure or other proceedings', B. enforcement of the Mortgage shall not terminate the Lease or.disturb Tenant in the possession and use of the Premises: and C. In the event of any foreclosure or other proceeding instituted for enforcement of the Mortgage or in case Lender takes possession of the Premises pursuant to any provision of the Mortgage, the Lease shall continue in full force and effect as though such proceeding or action had not occurred. I AttornmenL Notwithstanding the foregoing subordination. if the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings (judicial or non judicial) for enforcement of the Mortgage or by reason of a deed in lieu of foreclosure. Tenant. at the election of the transferee and its successors and assigns (herein and hereafter together called the "Purchaser") acquiring, said interests, shall be bound to the Purchaser pursuant to. all of the terms. covenants and. Y1k:5tS ii Sl:eaxl4 C-2 conditions of the Lease for the balance of the term of the Lease then remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser were the original landlord sunder the Lease, and Tenant does hereby attorn to and agree to attom to the Pumb ser, as its landlord, said attornment to be effective and self-operative without the necessity for execution of any further instruments, upon Purchaser's election after succeeding to the interest of the Landlord under the Lease. 4. Further Acts, Notwithstanding any provisions contained in Sections 1, 2 and 3 above which state that the attornment, non-disttirbance and subordination by Tenant to Purchaser are effective and self-operative without the execution of any further instrument, Tenant agrees that, upon request of Lender and/or Purchaser, it will execute such written agreement to evidence and affirm any and all of Tenant's obligations under this Agreement, and further, Tenant agrees that. it will execute from time to time such further assurances and estoppel certificates as may reasonably be requested by Lender and Purchaser. Without limiting the generality of the foregoing, if and to the extent that Landlord rejects the Lease in any federal or state, proceeding, Tenant will immediately enter into a new lease directly with the Purchaser on the same terms as the lease, provided execution of such new lease does not violate any bankruptcy law or related court order. 5. Limitation. Neither Lender nor any Purchaser shall be: A. liable for any act or omission of Landlord or any prior landlord (including the loss or misappropriation of any rental payments or security deposits); B. subject to any credits, claims. setoffs, offsets or defenses which Tenant may have against landlord or any prior landlord, C. bound by (or responsible for) any advance payment of rent or any other monetary obligations under the Lease to Landlord in excess of one month's prepayment thereof in the case of rent, or in excess of one periodic payment in advance in the case of any other' monetary obligations under the Lease: D. responsible for any security deposit not actually received by lender or any Purchaser; L, bound by any amendment, assignment (in whole or in part), subletting. extension, renewal or modification of the tease to which Lender or Purchaser has not consented in° writing, and any attempted amendment, assignment (in whole or in pant), subletting, extension, renewal or modification of the Lease without said consent shall be mull and void and of no force and effect; V liable for latent and/or patent defects in the construction of the Premises,-, G. liable for any breach of any warranty in the Lease by Landlord or a prior landlord. $:4=4f It'k?k:KN C-3 H. bound by any obligation to repair, replace, rebuild or restore the Premises, or any part thereof, in the event of damage by fire or other casualty, or in the event of partial condemnation, beyond such repair, replacement, rebuilding or restoration as may be required of the landlord under the Lease and as can reasonably be accomplished with the use of the net insurance proceeds or the net condemnation award actually received by or made. available; to Lender (as successor in interest to Landlord) or Purchaser; or 1, required to remove any person occupying the Premises or any part tbereofr Neilhex' Lender nor any Purchaser shat l be liable for any reason for amounts in excess of the value of its interest in the Premises, or for consequential or punitive damages of any kind. b. Notice. Tenant agrees to give prompt written notice to Lender (and to any successor in interest to bender of which Tenant has been notified) of: A. any default of the Landlord under the Lease if such default is of such a nature as to give Tenant a right to terminate the Lease, reduce rent or to credit or offset any amounts against future rents; and B. any attempt by the Landlord (including any successor or assignee of the Landlord) to amend, modify, terminate, or render void the Lease. 7. Lure. If, within thirty (30) days after receipt of written notice from Tenant Lender, at Lender's sole option, commences to cure a default of Landlord under the Lease that is capable of being cured by lender, or commences to pursue any other of its remedies under the Mortgage and thereafter diligently pursues such cure to completion, Tenant agrees not to terminate the Lease, reduce rent, credit or offset against future rents, consent or acquiesce in tlt termination of the Lease or surrender the Premises and agrees to continue to be bound by the terms of the Lease and this Agreement. S. Waiver. As against Lender and its successors in interest, Tenant hereby waives any default by Landlord which is not capable of being cured by Lender in the exercise of reasonable diligence. 9. Payments of Rent to Lender. Landlord absolutely assigns to Lender all payments of rent as the saute are due under the Lease (the "Rent") and Tenant agrees that, from and after an Event of Default (as defined in the Mortgage) and until such time as all of Landlord's ,monetary° obligations to Lender pursuant to the Note and the Loan Agreement between Lender and Landlord (with respect to the Note) have been fully paid, Tenant will pay the Rent directly to Lender. All such rental payments received by Lender shall be credited against Landlord's obligations to Lender. Lender agrees to notify Landlord, in writing, of any failure of Tenant to pay Rent to Lender and Landlord immediately shall cure Tenant's failure to pay by paying such pent to Lender. 10. Assignment Landlord, by its execution hereof, agrees that this Agreement does not constitute a waiter by 1_ender of any of Lender's rights under the Mortgage and any assignment of leases or rents contained therein- or in a Separate instrument or in any way release the Landlord. from any of the terms, conditions, Oligaticns, covernantsand agreements of the Mortgage 12150 }I 11?6,tll C'4 111. Certrfresdm Tenant hereby certifies to and agrees with Landlord and Lender as falloff, with the-understanding that Landlord and Lender are relying on such certifications and agreements: A. the Lease is in full force and effect; W all requirements for the commencement and validity of the Lem have been satisfied; C, Tenant is not in default under the Lease; to the best of Tenant's knowledge, information and belief, the Landlord is not in default under the Lease; no act, event or condition has occurred, which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; D. there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; E. none of the rent which Tenant is required to pay under the Lease leas been prepaid, or will .in !the future be prepaid, more than one month in advance; F. Tenant has no right or option contained in the Lease or in any other doctiment to purchase all or any portion of the Premises; G, the lease has not been terminated, modified or amended. The Lease shall not hereafter be terminated, modified or amended without the prior written consent of lender in each instance; and H. Tenant has not assigned, mortgaged, sublet, encumbered or otherwise transferred, any or all of its interest under the Lease to any party and no other consents to the execution of this agreement by the Tenant are required from any other party. 12. Aurhnrij)-. Tenant, Landlord and fender covenant and agree that the persons signing on their behalf have full power, authority and authorization to execute this Agreement, without the necessity of any consents, authorizations or approvals, or if such consents, authorizations or approvals are required they have been obtained prior to the execution hereof.. 13. Coverning Lary. For purposes of any action or proceeding arising out of this Agreement, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the State in which the Premises is located (the "State") and Landlord, Tenant and Lender consent that they may be served with any process or paper by registered mail or by personal service within or without the State in accordance with applicable law. Furthermore. Landlord and Tenant waive and agree not to assert in any such action, suit or proceeding that it 3s not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Agreement shall be governed by and construed in accordance with the laws of the State. C-5' 14. Notices: All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Agreement shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, (e) the next business day, if° delivered by express overnight delivery service, or (d) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mad, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below: If to L andkard Fin trice Department Attn; N. Gregory Petrick U&Marts, LLC 477 East Beaver Avenue State College, PA 16801-5697 Telephone: 814-234-6000 TelecoR. 814-234-3277 If to Tenant: Telephone: Telecopy: If to Lender: Telephc>rte Telecopy: or to such other address or such other person as any party may from time to time hereafter specify to the other parties hereto in a notice delivered in the manner provided above, 15. Waiver and Amendment No provisions of this Agreement shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any tither matter on any future occasion, I6. ,Captions. Captions are used throughout this Agreement for convenience of reference only and shall not he considered in any manner in the construction or interpretation hereof. 17. SeverabiU4% The provisions of this Agreement shalt be deemed severable, If any part of this Agreement shall beheld unenforceable, the remainder shall remain in 5116,E C-6 full force and efI"ect, and such unedorceable provision shall be refbmwd by such court so as to give maximum legal effect to the intention of the parties as expressed therein. I& Waiver of Jury Trial and Punitive, Consequential, Special and Indirect Damages: LANDLORD, TENANT AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER PARTY HERETO OR ITS RESPECTIVE SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LENDER WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LANDLORD OR TENANT AGAINST LENDER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LANDLORD AND TENANT OF ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. 19. Successors. All provisions, covenants and agreements contained in this Agreement shall bind, inure to the benefit of, and equally relate to, Tenant, and its successors and signs, jointly and severally, Landlord, and its successors and assigns, jointly and severally, and Lender, and its successors and assigns, or other holder or holders of the Note, including an endorsee, assignee or pledgee of the Note receiving title thereto by or through Lender, Or its successors or assigns. 20. No OtherAgneemenm THIS AGREEMENT REPRESENTS THE FINAL AGREEMI?:NT Bl`-TW'I I:N THI" PARTIES AND MAY NOT ICE CONTRADICTED BY EVIDENCE O PRIOR. CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE, PARTIES. 'I-III RE ARF NO UNWRITTE=N ORAL AGREEME=NTS BETWEEN THE PARTIES. ZI. Counterparts, This Agreement may be signed in counterparts... IN W'I"CNI-SS WHERE- OF, the parties have executed and delivered this Agreement as of the date: set forth above, TENANT; 11 VZbVS C-7 By, its• LANDLORID L WMARTS, LL t By: Its: LENDER: By: Its: I INSERT ACKNOWLEDGMENTS j UNI-MARTS FORM ASSIGNMENT CONSENT DOCUMENT Site No:; #94208 Location: 101 East King Street Sh ippensburg,' Pa. 17257 CONSENT TO ASSII'GNMNT AGR,IEN'T THIS CONWNT TO ASSIGNMENT AGREEMENT (this "Agreement") is made as of tft 1-day of , 2006 by and between UNt-MARTS, LLC, a Pennsylvania limited liability company ("Uni-marts"), DHCS CORPOARTION, a Pennsylvania corporation (the "Assignor"), bfHVv'1 tFCHAPPEL, an individual (the "Prior Guarantor"), DUO CHUNG ENTERPRISES, INC a Pennsylvania corporation (the "Assignee") :and DOO "YOUNG C.H'UNG and JANETT W. CHUNG, a husband and wife (the "blew Guarantor"). Back=jnd Uni-Marts is the owner or ground lessee of a certain property located at the location set forth above (the "Property"). Uni-Marts and Assignor are parties to a certain lease (or sublease, as the case may be) (the "Lease") and certain other agreements pursuant to which Assignor leases the Property from Uni-Marts and operates a business (the "Business") thereon (the Lease and such other agreements are referred to herein as the "Dealer Agreements" and are more particularly described in Exhibit "A" attached hereto). Prior Guarantor has guaranteed the Assignors obligations under the Dealer Agreements (the "Prig Guaranty"). (If no party has guaranteed the Assignor's obligations under the Dealer Agreements, then those provisions relating to the Prior Guarantor and Prior Chutraniy below _shall be of no force or effect. If a party has guaranteed the Assignor's obligations under the Dealer Agent, then such provisions shall apply whether or not such Prior Guarantor is listed above or executes this Agreement,) Assignor desires to transfer the Business to Assignee and Assignee desires to acquire the Business (such transaction, the "Transfer"). In connection with. the Transfer, Assignor desires to assign, and Assignee desires to assume, the Dealer Agreements as of the date of the Transfer (the "Assignment"). Following the Transfer, Assignor and the Prior Guarantor shall remain obligated to Uni-Marts under the Dealer Agreements and Prior Guaranty for a period of five (5) wars, Following the Transfer. Assignee's obligations to Uni-Marts under the Dealer Agreements shall also be guaranteed by the New Guarantor.] 4i4 m WIWill, Exhibit B Assignor's acquisition of the Business was financed by a loan (the "Acquisition Loan") from PNC BANK NATIONAL ASSOCIATION c% Andrew Eshleman 126 Easton Rd. Suite # 2M Nlow Grove, Pa. 19090 (215) 658-5052 ("Assignor's Lender"). In connection with the Transfer, the Acquisition' Loan will be paid off in full or assigned to Assignee, ) Uni-Marts is willing to consent to the Assignment, subject to the temts and conditions contained herein. NOW, T'HEMORE, for and in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Consent. Uni-Marts hereby consents to the Assigment, subject to satisfaction of the following conditions: a, Assignor shall give Uni-Marts not less than ten (1,0) business (rays notice of the proposed date of the Transfer, or any revised Transfer date. The actual date upon which the Transfer occurs is referred to herein as the "Transfer Date". b. From and after the date hereof, Assignor and Assignee shall promptly provide to'Uni-M all information that it requires to transfer accounts and otherwiw process the Assignment, and shall cooperate with any on- or off-site activities required Uni-Mans in connection with the. Assignment, either beforeor after that Transfer Date, as Uni-Marts shall direct. c. Promptly fallowing any request from Uni-Marts. Assignee shall provide Uni- Mans with copies of any permits and/or approvals necessary for Assignee to operate the Business and perform Assignor's obligations under the Dealer Agreements. Uni-Marts may, at its option, require that any such permits and/or approvals be delivered prior to the Transfer Dam. d. Not less than five (5) business days prior to the Transfer Date, Assignor shall deliver to Uni-Marts reasonably evidence satisfactory to Uni-Marts that any Assignor's Lender has been notified of the proposed Transfer. Prior to closing of the Transfer, Assignor shall inform Uni-Marts whether the Acquisiton loan will shall be paid off at the time of the Transfi or assumed by Assignee with Assignors Lenders' consent; Assignor and Assignee agree to conduct the Transfer in accordance with all conditions, if any, rightfully imposed by Assignor's Lender. Assignor relmesents that the Acquisition Loan is the only loan secured by assets of the Business. e, Not less than two (2) business days prior to the Transfer Date, A.ssigee shall provide Ifni-Marts with evidence of insurance as required under the Lease and/or any other Dealer Agreemeut. f. As of the Transfer Date, all rent and other amounts due to UW;.Marts Larder the Deal" Agreenumts shall be paid in full, g. On or before the Transfer Date, Assignor shall deliver to Uni-Marts (which delivery may be via facsimile or electronic PDF) copies of the following fully executed documents, each dated as of the Transfer Date: i. an Assignment and Assumption of Lease Agmn= in form attached hereto as Exhibit "B"; and ii. an Assignment w4 assumption of the other Dealer Agreements in for attached hereto as Exhibit "C"; and iii. an EFT Authorization executed by Assignee in the farm attached hereto as Exhibit "D". as the same may be reasonably modified by Uni-Marts from time. to time (the "EFT Authorization"), iv. evidence of (a) payment in full of Assignor's Financings or (b) assignment to. and assumption by, Assignnee of such financings with Assignor's Lenders' consent, V. a guaranty and suretyship Agreement signed by the New Gttaramor in the form attached hereto as Exhibit "E" (the "New Guaranty"); andI Vi- such other documents, certificates and deliveries as Uni-marts may require, if any, including without limitation the following: h. In the event the conditions set forth in (a) - (g) above shall not be Ratised within sixty (60) days after the date hereof, this Agreement shall be null and void and of no funkier forte or effect. i. Within two (2) business clays after the Transfer Due, Assignor shall deliver to Uni-Marts original executed copies of the EFr Authorization [IF APPLICABLE: and the original New Guaranty]. In the event the requirements of this provision shall not be satisfied. within four (d) business days after the Transfer Date, the Transfer shall be rendered invalid and this Agreement shall be null and void and of no further force or effect. i. 'Notwithstanding anything to the contrary contained herein or in any other document, the parties agree that all interest of Assignor in any security deposits collateral deposits and/or other forms of security held by Uni-Marts under the Dealer Documents shall be assigned by Assignor to Assignee as of the Transfer Date, and that Uni-Marts from and after such date hold all such security for the account of Assignee. Assignor and Assignee shall be responsible for adjusting any such matters as between themselves, and Uni-Marts shall have no obligation to return the same to Assignor from and after the Transfer Date. . Notwithstanding anything to the contrary contained herein or in any other document,, in the event that the Assignor has been granted or holds an option, right of first offer or, right of first refusal issued by Uni-Marts or any affiliate of Uni-Marts to purchase all or pan of the Property, such option or right is terminated as of the date of this Agreement. Vi V7Ma i W I Mil, -3- 1. This Agreement, and any other document executed in connection with the Transfer, shall, upon execution thereof, constitute Dealer Agreements. From and after the date hereof, whether or not a Dealer Agreement shall expressly so provide, any default by Assignor,, Prior Guarantor, Assignee or New Guarantor under any Dealer Agreement shall, at Uni-Marts" option, constitute a default tender any•and/or _all other Dealer Agreements. I Effect of Gonsetit: gpleas+t-.crf - Migd". a.. Except as expressly set forth herein, this Agreement shall not operate to modify or amend any of the provisions of the Dealer Agreements, nor shall it be deemed' to constitute a consent by Uni-Marts to any future assignment of the Dealer Agreements. b. Assignment of the Dealer Agreements shall not constitute a novation. To the contrary, Assignor and Prior Guarantor expressly acknowledge and agree that Assignor shall not be released from liabilities or obligations under the Dealer Agreements by reason of this Agreernent, the Transfer or the Assignment, not shall Prior Guarantor be released from the Prior Guaranty, Notwithstanding the foregoing, in the event that on the fifth (5t') anniversary of this Agreement there shall exist no event of default under any of the Dealer Agreements (or event which but for the passage of time or the giving of notice or both would constitute an event of default), then in such event Uni-Marts agrees that Assignor and Prior Guarantor shall be released from any liabilities under the Dealer Agreements arising after such fifth (5th) anniversary date. 3. fgssion of Juggment. Assignee acknowledges that the Lease contains warrants of any to confess judgment provisions and hereby expressly assumes and agrees to be bound by such provisions, as if Assignee were the original tenant under the Lease. Assignee represents that it has fully reviewed the aforesaid warrants of attorney to confess judgments with its own counsel and that it understands the meaning and ramifications, of these warrants of attorney to confess judgments; 4. Certification. Assignor has submitted to Uni-Marts an Assignment Consent Application Form, with attachments, dated July 31, 2006 (the "Application"). Assignor and. Assignee hereby certify that the information contained in the Application remains true, correct and complete as of the date hereof, and does not contain or omit any information the inclusion or exclusion, of which renders the Applications misleading in any material respect. In the event that any information contained in the Application shall become untrue, or any event may occur which renders the information contained in the Application untrue or misleading in any material respect, Assignor and Assignee agree to promptly (and in any event prior to the Transfer Date) notify Uni Marts and Uni-Marts shall, upon receipt of such notice have the option to rescind the consent to Transfer contained herein. provided, however, that all other terms and conditions of this Agreement will remain in full force and effect, S. EstrnmvI; Indemnification and Release. i.. Assignor, Prior Guarantor, Assignee and New Guarantor, if any (collectively, ealer Patties'), acknowledge that as of the date of this Agreement (a) there is no default or failure on the part of Uni-Marts in the performance of its obligations under the Dealer 'lts N&J O so, „Y,, Agreements, and (b) neither Dealer nor Assignee has any defense, offset, claim or counterclaim under the Dealer Agreements or otherwise against Uni-Marts. b. Dealer Parties jointly and severally hereby indemnify Uni-Marts against and agree: to hold Uni-Marts harmless from and against any and all claims, damages, judgments, shits, liabilities, losses, costs and expenses (including without limitation, attorneys fees and court its) ("Claims") suffered or incurred by or brought against Uni-Marts and arising out of or connected with this Agreement, the certifications contained herein or Dealer Parties' performance of their obligations contained herein, the Transfer or any related agreements or dealings, including, without limitation, claims by any broker or finder for a commission, finder's fie or lithe payment, in connection with the Transfer. c. Sealer Parties hereby release and forever discharge Uni-Marts, its affiliated; entities, and their respective members, managers, partners, shareholders, officers, directors, agents, counsel, representatives, successors, assigns and employees (the "Releasees"), of and from any and all claims, acts, damages, demands, rights of action, causes of action, suits, debts, clatitris and demands, in law or in equity, foreseen or unforeseen,, matured or unmatured, known or unknown, accrued or unaccrued, whatsoever which Dealer Parties now has or ever had, based upon (i) any act, transaction, practice, conduct, representation or failure to act and/or omission of Releasees that occurred prior to the date hereof, including in connection with the Purchase and Sale Agreement between Assignor and Uni-Marts respecting the Property ("PSA") and all transactions contemplated thereby with respect to any and all locations operated by any Dealer Party; (ii) the condition of the Property or any other property leased by a Dealer Party, and (iii) claims based an allegations of fraud or any claim that this Agreement, the PSA, this release or any other agreements between any Dealer Party and Uni-Marts were in any way fraudulently induced. Dealer Parties covenant and agree not to commence or prosecute any action or proceedi»g against Releasees or to assert against Releasees in any action or proceeding any shatter whether or not now known, based upon (i) any act, transaction, practice, conduct, representation or failure to act and/or omission of Releasees that occurred prior to the date hereof. including in connection with this Agreement and/or the PSA and all transactions contemplated thereby with respect to any and all locations operated by any Dealer Party; (ii) the condition of the Property or any other property leased by any Dealer Party and (iii) claims base on allegations of fraud or any claim that this Agreement, the PSA, this release or any other agreements between any of the Dealer Parties and Uni-Marts were in any way fraudulently induced, d Dealer Parties understand and agree that Dealer Parties may hereafter become aware of facts different from, or in addition to, those which they now know to be or believe to be true related' in any way to any of the matters being released hereby as set forth in Section 5(c), above, Dealer Parties agree that the release and covenant not to sue given by them in Section 5(c), above, shall remain effective in all respects, notwithstanding such different or additional facts and any subsequent discovery thereof. e. Dealer Parties further understand and agree that the release and covenant not to sue given by Dealer Parties in Section 5(c), above, is intended to be the very broadest release and covenant not to sue possible, and includes, but is in no way limited to, any claim for fraud:. and any claim that this Agreement was fraudulently induced and a release of every claim that 91WMM.3 #/1# W -5 could ever be brought by any Dealer Party Dealer arising directly or indirectly out of any of the matters tieing released hereby as set forth in Section 5(c), above, including, but not limited to, any and all claims, for relief and damages of whatever kind. f, Dealer Parties further acknowledge and agree that they are relying wholly on their own judgment, belief, and knowledge of the nature and extent of their damages or possible damages and any potential liability therefore, and/or the judgment of their own counsel, and that the release and covenant not to sue given by them in Section 5(c), above, is made without any reliance upon any statement or representation by Uni-Marts or any of its agents and/or representatives. Dealer Parties hereby expressly deny that any such statements or representations have been made. g, In the event that the foregoing provisions of this Section 5 hereof should be determined by a court or other tribunal of competent jurisdiction to exceed the release and covenant not to sue limitations permitted by Pennsylvania law, then such provisions shall be deemed reformed to the maximum release and covenant not to sue limitations permitted by Pennsylvania law, and the parties hereby grant any court or other tribunal of competent jurisdiction the authority to effect such reformation. 6. . Any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered (a) in person, (b) by a commercial overnight courier that uamt+ees next day delivery and provides a receipt, or (c) by legible facsimile (followed by copy sent concurrently with such facsimile, in accordance with preceding subsections (a) or (b)), and such notices shall be addwssed as follows: If to Assigner: DHCS Corporation 104 Range Court. Winchester, Virginia 22602 Attn: Daniel H. Chappell Telephone No.: (571) 274-8440 (H), Facsimile No: (540) 667-3674 '41kgF err. -6- If to A-ssignee- Dooo Chung Enterprises, Inc. 101 East King Street Shippensburg, Pennsylvania 17257 Attn:Doo Young Chung Telephone No,: 301-874-1622 (H) 717-530-5W (Storey) If to Uni-Marts; tlni-Marls L.LC 477 East Beaver Avenue State College, PA 16801 Attn: Bill Long Facsimile No.: (814) 234-8712 or to such other address as the intended recipient may from time to time specify in writing to the other parties. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Notice given by facsimile shall be effective upon receipt of such facsimile (subject to the requirement that hard copy be sent concurrently in accordance with this Section), however, if the facsimile is received after 5:00 p.m. prevailing local time at the place of receipt, notice by facsimile shall not be effective until the next business day, ?`. Mis?ll?neaus a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to all restrictions contained in the Lease and this Agreement with respect to assignment, subleasing and other transfers. Notwithstanding the foregoing, Assignee shall not be permitted to assign its interest in and to this Agreement, by operation of law or otherwise, without the consent of Uni-Marts. b. The headings and captions in this Agreement are inserted for convenience of reference only and in net moray define, describe or limit the scope or intent of this Agreement or any of its provisions. Where the context so requires, the use of the singular shall include the plural and vice versa and the use of the masculine shall include the feminine and the neuter. c. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. d. Neither this Agreement nor any ntemoramWrn or short form tha wf may be recorded by Assignor or Assignee. e. This Agreement may be executed in two or more counterparts, each of which. shall be deemed an original, but all of which talon together shall constitute one and the write instrument. -7- f. This Agreement and the Exhibits attached to this Agreement contain the final and entire agreement among the parties with respect to the subject matter hereof and are intended to be art integration of all prior negotiations and understandings. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties to this Agreement. g.. If any provision of this Agreement, or the application thereof to any person, dace or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. h. In the event of any dispute(s) arising hereunder or under any of the Dealer Agreements, whether regarding the interpretation of any provisions hereof or thereof or o&erwise, the panics agree that the appropriate venue for the resolution of such dispute(s) to which such dispute(s) shall be submitted are the courts of Centre County. Pennsylvania. i. Assignor, Assignee and New Guarantor represent that they have the full' authority to enter into and perform this Agreement and their obligations thereunder, and that they have obtained all consents from other parties that may be necessary. [Remainder of page intentionally left b anL] IN WITNESS WM F, the parties hereto have executed this Agreement on the day and year fitst above written. ASSIGNOR: HCSf a?t'! fr?A 0 By: Print Name: DANIEL H. C PEL.L Title: PRESIDENT PRIOR GUARANTOR: DANIEL H. CHAPPEL By: Print ame: P I? NIE H. C Title._ r?`i. wASSIGNEE' DOO CHtI?41G ENTERPRISE, IN By: Print Name: YOUN HUWi Title: PRESIDENT NEW GUARANTOR: By: __2 Print Nance: DC?f TOUNG CHUNG Title j By:?Pr' am e: JANET W_ CHUNG Title: t'',4y-?.,d1Ni- S. LLC By' ._--?---. Print ame: Ti _ Exhibit W Site No.: #94208 Location: 141 East King Street Shippensburg, Pa. 17257 All Dealer Agreements are dated June 6, 2005 unless otherwise specifically specified below. I. Lease Agreement by and between Uni-Mans and AssigW (the "Lease"), for certain space locates at the Property. 2. Trademark and Lic g Agreemalct by and betw= Uni-Marts and Assipw pertaining to the Property. I Environmental `Indeamity and Service A mot by and between Uni-Marti and Assignor pe tai ing to the Property 4. Roof Wntenance Agreement by mid between Um-Marts and Assignor pertaining to the Property. 5. ATM Servicing Agreement by and between Um-Marts and Assip orpertainkg to the Property. b: Fuel Supply Agreement by and between Uni-Marts and Air (the "Fuel Supply Agteern t"), respecting fuel sales, on the Property 7. Commodity Schedule- Motor Fuels by and between Uni-Marts an Assign: 8. Commodity Schedule - Kerosene by and between Uni-Marts and Assignor 9. Collateral Deposit Amt. 10. Additional atgr eats' as per Section 2 of this Asreement, each dated when and as executed. 919?86.3 ir2?.Wb -l I- Exhibit "B" Assignment and Assumption of Luse Agreemient Site No.: X94208 Location: 101 East King Street Shippensburg, Pa, 17257 ASSIGNMENT AND ASSUMIPnON OF LEASE AGREEWNT' THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Assignment") made as of the 2A- day of .A -r , 2006 (the "Effective Date"), by and between DHCS CORPOARTIONvania corporation located at 104 Range Court Winchester, Virginia22602 (the "Assignor"), and DOO CHUNG ENTERPRISES, WC a Pennsylvania corporation located at 101 East King Street Shippensburg, Pennsylvania 17257 (the "Assignee") and DOO YOUNG CHUNG and JANETT W. CHUNG, a husband and wife of 9215 Charterhouse Road Frederick, Maryland 21704 (the "New Guarantor"). WITNESSETH: A By lease or sublease dated June 6, 2005 (the "Lease"), Uni-Marts, L.LC. (tlie "Landlord") leased to Assignor certain premises (the "Premises") located at the location set fbrtb above. Assignor has provided a true and complete copy of the Lease to Assignee. B. In accordance with the desire of the parties, this Assignment is now being made by effectuate the transfer of Assignor's interest in the Lease to Assignee, and the assumption: of Assignor's obligations under the Lease by Assignee. NOW, THEREFORE, for and in consideration of the covenants acid agreements set. forth in this Assignment, and for other good and valuable consideration, the receipt' and sufficienc of which are hereby acknowledged, the parties hereto, ,intending to be legally bound, agree as follows: 1. Assignment. Assignor hereby assigns, transfers, sets over and conveys to Assignee all riglu, title and interest of Assignor in, to and under the Lease, the Prernises at)d any security deposits or, other security held by Landlord under the Lease, 2. AppMatance and Assumption. Assignee hereby: (a) accepts the foregoing assigtunertt;: (b) assumes all liabilities and obligations of the tenant under the Lease, including the confession of'Judgment provisions (the "Obligations"), and (c) agrees that it shall perform the Obligations to and for the benefit of Landlord and shall make all payments of rent directly to Landlord in accordance with the terms of the Lease. Simultaneously with this Assignment, New Guarantor shall enter into a guaranty of the Lease for the benefit of Uni-Mart. 3. Premises ted "AS, IS". Assignee has inspected the Premises fully, is thoroughly acquainted with the condition of the Premises, anti takes and cepts the Premises "AS IS". -12- 4. Coamt arts. This Assigment may be executed in two or more counterparts, each of which, stall be deemed an original, but aH of which taken togetber shall co i A e one and the same instrCltt mtt 5. firming Effect: ?Iosrl This A SSWInenit Shall inurt to the bmfft of, and be binding upon, each of the parties hereto and their respective successors and assigns. Landlord is an inter third party beneficiary of ths Assignment. 6. Survival. The representations, warranties, covenants and agreements of the parties contained in this Assignment shall survive the execution and delivery of this Assist. M WITNESS WHEREOF, Assignor and Assignce have executed this AssipnjevX on the ray and year first above written. ASSIGNOR: DHCS CORPORATION By: &I'd X Print Name: DANIEL H. C ELL Title: PRESIDENT ASSIGNEE: DOO CHUNG ENTERI?MES, INC. Pt" , CI lLrG Title: PRESIDENT NEW GUARANTOR: DOO YOUNG CHUNG By: _Z _ Print Name: DOO YOUNG t t N : 3 NE?. CH 41":3 P11% -I3- Exhibit "C" Assignment and Assumption of the Dealer Agreements Site No.. #94208 Location: 101 East King Street Shippensburg Pa. 17257 IGNMENT AND ASSUMPTION OF AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENTS (the "Assignment") made as of the 'k-L- day of *AjIgr 'F' ?, 2006 (the "Effective Date"), by and between DHCS CORPOARTTION, a Pennsylvania corporation located at 104 Range Court Winchester, Virginia22602 '(the "Assignor"), and DUO CHUNG ENTERPRISES; INC a Pennsylvania corporation located at 101 East King Street Shippensburg, Pennsylvania 17257 (the "Assignee") and DOO YOUNG CHUNG and JANETT W. CHUNG, a husband and wife of 9215 Charterhouse Road Frederick, Maryland 21704 (the "New Guarantor"), WITNESSETH A. By lesrte or sublease dated June 6, 2005 (the "Lease"), Uni-Marts, Inc, ("Uni- Ma is") leases to Assigner certain premises (the "Premises") located at the location set forth above, "Uni-Marts and Assignor are also parties to various other agreements pertaining to the operation of a business at the Premises, more specifically listed in Exhibit "A" attached hereto (the "Agreements") 13. 1n accordance with the desire of the parties, this Assignment is now being, mode to effectuate the transfer of Assignor's interest in the Agreements to Assignee, and the assumption Assignor's obligations under the Agreements by Assignee. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth in this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally hound, agree as follows: 1, Assignment. Assignor hereby assigns. transfers, sets over and conveys to Assignee all right, title and interest of Assignor in, to and under the Agreement,.. 2. A eland and Assume . . Assignee hereby: (a) adepts the foregoing assignment (b) assumes all liabilities and obligations of the tenant under the Agreements (the "Obligations"), and (c) agrees that it shall perform the Obligations to and for the benefit of Landlord and shall make all payments of rent directly to Landlord in accordance with the terms of the Agreements. Simultaneously with this Assignment, New Guarantor shall enter into a guaranty of the Agreements for the benefit of Uni-Mart. 41970,;w1m rr -14- 3. C tapa_rts. This Assigment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same inset unent. 4. B d i Effect; Landlord. This Assignment shall inure to the benefit of and be binding gran, each of the parties hereto and their respective successors and assigns. Landlord is an intended third party beneficiary of this Assignment. 5. Survival. The representations, warranties, covenants and agreenwats of the parties contained in this Assignment shall survive the execution and delivery of this Assignment. IN WMESS WHEREOF, Assignor and Assignee have executed this Assigment on the day and year first above wtittcn, ASSIGNOR: DHCS CORPORATION By: "'Aw'd /q/ C/0440-0 Print Name: D G K Cli ELL Title: PRESIDENT ASSIGNEE: DOO CHUNG EN'T'ERPRISES, INC. Print Nattte:G CHUM Title: PRESIDENT NEW GUARANTOR: DOO YOUNG CHUNG Print ame DDOO OUTNG CHCTI+IG By Print Narne: ?y; '` (.?Y ..'._ e. JANET W. CI-IUNG Title: Lltt C:t. thibit "D11 UNi-MARTS, LLC ELECTRONIC FUNDS TRANSFER AUTHORIZATION AGREEMENT (Please Print Clearly) Cuswmer S#amNimiber Telephone Address city state Zip The above-named Custonwr hereby authors= Uui-Marts> LLC to initiate eloamnic fiords transfers ("M') from the Hank(Finaucial Insti"on named below for withdrawal of funds ("Debit P ies") t effect payment by Cuorw for the items checked below.. Bank i fiumcial Institution / Branch Nam on Book Account L l Bx* Contact Telephone Street Address or P.Q. Box city state zip Rank Account Number Tt?Auisit Ro Nt r lE1GTl A ??? Time of WI s : . Motor Fuel Products - Per Fuel Supply Agreement X Rent -- t'of Each Montb in Advance, Tradernwk Uceuse Fee --10" of E `i Month, in And Notify me of withdrawal by Fax #. oar' E 419766 S#,a -16- Customer gees to maintain sufficient funds in the above-designatod Commercial bank account to pay EFT Debit Entries when initiated. Should the Debit Entry be rejected by the Hank(Fi ial institution for any reason, Utu-Marts, L LC and its Subsidiaries ("Uru-Marts") reserves the right to st?tely terminate this apvanent, withhold payment of monies due to customer such as, but not limited to, credit ca=ds, ATM, and quarterly rebates. Uni-Marts' may at its sole discretion, require a certified or cashier's checlr, money order, pie pymerit or other approved mans of gaymmt, for any and all of the item listed above. Customer pate Witness Date -17- Exhibit "E" New Guaranty (IF APPLICABLE! Site No.; #94208 Location. 101 East King Street Shipp sburg, Pa. 17257 GUARANTY My ,Aztsiriee's Affiliates at titae of AssIPMMO 1. DEFINITIONS. The following terms shall have the meanings indicated, a "Agreements" means (i) the Consent to Assignment Agreement dated as of ,A -u2":r 7 _ ' , 2006 by and between, inter ia, Creditor, Assigner and Assignee, and (ii) all other Dealer Agreements (as that term is defined in the Consent to Assignment Agreement) which Dealer Agreements are being assigned by Assignor to, and asstuned by, Assignee on the date hereof and (iv) any other agreements to which Creditor and Assignee may be pony, now or in the future and from time to time. "Assignor" means DHCS CORPORATION-, 8. "Assignee," means DOO CHUNG ENTERPRISES, INC.. and his or its heirs, successors and assigns; and b. "Creditor" means UNI-MARTS, LLC, a Pennsylvania limited liability company, locatied at 477 East Beaver Avenue, State College, PA, and its successors and assigns c: "Guarantor" means DOO YOUNG CHUNG, located at 9215 Charterhouse Road Frederick, Maryland 21704, and his or its heirs, successors and assigns; d. "Obligations" means all liabilities and obligations of the Assipoe to Creditor pursuant to the Agreements; h. "Professional pees and Costs' means reasonable fees and costs of attorneys, appraisers, accountants, consultants and other professionals. 2. Guarantor represents it is an affiliate of Assignee and shall benefit from the Agreements. Guarantor acknowledges that Creditor has consented to the assignment of the Dealer Agreements to Assignee in reliance upon this Guaranty, 3. Guarantor hereby irrevocably and unconditionally guaranties and becomes surety :. to Creditor for the due and prompt payment and performance of all Obligations under the Agreements. If any such Obligations are not paid and/or performed by Assignee. Guarantor shall, upon Creditor's demand, immediately pay and/or perform such Obligations or cause the same to be paid and performed. Guarantor agrees that Creditor may apply any payment to Creditor with respect to or on account of the Obligations in such order as Creditor may elect. 9$ 81.1Nilm% Guarantor shall,pay to Creditor, upon demand, all costs and expenses incurred in connection with the enforcement and collection of the Obligations, whether or not suit is instituted, and whether; or not bankruptcy or insolvency proceedings have been instituted by or against Assignee or Guarantor, including, without limitation, Professional Fees and Costs, This Guaranty constitutes a guaranty of payment and performance and not. of collectibility. 4. Guarantor waives notice of the acceptance hereof and reliance hereort, of the present existence or future incurring of any of the Obligations and of any defaults thereon, Guarantor waives notice of any modification or amendment of the Agreements by Creditor and Principal Guarantor and agrees that this Guaranty shall apply to any such modifications ark amendments whether or not Guarantor has received notice of or approved the same. Guarantor further waives presentation, demand, notice of demand, and notice of non-payment, and agrees tit its liability under this Guaranty shall be absolute and continuing, without regard to the liability of any other party. Any failure of Creditor to exercise any right hereunder shad not be, construed as a- waiver of the right to exercise the same or any right at any other time, 5. Guarantor's liability shall be primary and joint and several with that of Assignee.. Creditor may proceed against Guarantor under this Guaranty without initiating or exfrratisting any other remedy against Assignee or resorting to any other security held by Creditor, and may proceed against Assignee and Guarantor separately or concurrently. Guarantor hereby waives any right to require any prior enforcement of any right or remedy against any persons or property, and agrees that any delay in enforcing or failure to enforce any such rights or remedies shall in no way affect the liability of Guarantor hereunder, even if such rights are thereby lost. 6. THIS SECTION SETS FORTH A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR. GUARANTOR IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD, UPON THE OCCURRENCE OF ANY DEFAULT BY GUARANTOR HEREUNDER, TO APPEAR FOR AND CONFESS JUDGMENT' AGAINST GUARANTOR FOR SUCH SUMS AS ARE DUE AND/OR MAY BECOME DUE' UDDER THIS GUARANTY, WITHOUT STAY OF EXECUTION AND WITH AN ATTORNEY'S COLLECTION FEE OF FIVE PERCENT (5%) OF THE AMOUNT DUE (BUT NOT LESS THAN $5,QW.00), WHICH IS REASONABLE AS AN ATTORNEY'S' FEE. TO THE EXTENT PERMITTED BY LAW, GUARANTOR RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS GUARANTY IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL GUARANTY. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST ASSIGNEE SHALL NOT BE EXHAUSTED BY THE INIITIA.L, EXERCI`SE` THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY DEFAULT OCCURS HEREUNDER. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE' EXPIRATION OF THE AGREEMENTS AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM, 919M.4 WIXAM -1.9•; 7. Guarantor ag9rm that its liabilities and obligations. hemunder shall not be altered, diminished or affected by any bankruptcy or insolvency of Assignee. Without limiting the generality of the foregoing, Guarantor agrees that its liabilities and obligations shall not be altered, diminished or affected by (a) rejection or disaffirmance of any Agreement pursuant to any bankruptcy or insolvency law, or (b) by the operation of any provision of any bankruptcy. or insolvency law which may limit Creditor's claims for damages with respect to the Agreements._ If acceleration of the time for payment of any amount by Assignee under any Agreement is stayed by reason of any bankruptcy proceedings with respect to Assignee, the full a=leratetd' amount shall nevertheless be payable by Guarantor immediately upon demand by Creditor. ` 8. GUARANTOR IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY'JURY IN ANY PROCEEDINGS TO ENFORCE, OR OTHERWISE RELATING TO, THIS GUARANTY. 9. This Guaranty embodies the whole agreement and understanding of the partiie relative to the subject matter hereof. No modification of any provisions hereof "I be enforceable unless in writing and executed by Guarantor and approved and acknowledged by Creditor. 10. This Guaranty is binding upon U"ww tor, his or its heirs. successors aml assigns, and shall inure to the benefit of Creditor, its successors and assigns. 11. All issues arising hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to conflicts of law principles. Guarantor consents to submit to the personal jurisdiction of any Federal court located in the Commonwealth of Pennsylvania, or any Pennsylvania state Court. 12 In the event that Guarantor is mote than one party, the liabilities of all parties constitcttinig Guara*or shall be joint and several. If the Obligations are also guataeikW by any other persons, the obligations of Guarantor and such other persons shall be joint and several. GUARANTOR: YOUNG CHUNG By. r j Dated: By: Pero e: JANET W. C 419784..1 91 1v% GUARANTOR'S ACI(NOWLEDGMENTS AND WAIVERS WITH RESPECT TO CONFESSION OF JUDGMENT Gnamtor acknowledges that the warrant of attorney to confess judgment contained in the Guaranty to which this Waiver is attached permits Creditor to enter judgment by confession against Guarantor, without prior notice and without prior hearing. By signing t Guaranty containing the confession of judgment clause, Guarantor understands that it is waiving the right to any notice and hearing prior to the entry ofa judgment by confession. GUARANTOR NEVERTHELESS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY CHOOSES TO SIGN THE GUARANTY, WITH THEINTENTION TO GIVE UP, WAIVE, RELINQUISH, AND ABANDON ITS RIGHTS TO PRIOR NOTICE AND A HEARING UNDER THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF THE COMMONWEALTH OF PENNSYLVANIA AND ALL OTHER APPLICABLE STATE AND FEDERAL LAWS. Guarantor has been represented by counsel in connection with the execution of the Ginty and this Waives and counsel has explained to Guarantor the meaning and eff2et of w confession of judgment provisions in the Guaranty, and the contents of this Waiver, Guar=tor has received a copy of this Waiver at the time of signin GUARANTOR: DOO YOUNG CHUNG Dated: r B y: ame: JANET W. CHUN tle: #??dl-cS 41117816.38tIM -21- I THIS AssioNmENT AND ASSUMPTION OF LEASE AGREEMENT (thus " .s ") is made and entered into as of the of day of April, 2009, by and between NATIONAL RET'AI L PROPERTIES TRUST, a Maryland real estate investment trust, having a mailing address at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 ("Assi ee"% and UNI-MAR` S, LLC., a Pennsylvania limited liability company, having a mailing address at 477 East Beaver Avenue, State College, PA 16841 ("Asx "}• WITNESSE`TH: VIMEAS, Assignor entered into those certain Lease Agreements more particularly described on Exhibit "A" attached: hereto (the "Lease', and WHEREAS, Assignor has agreed to assign all of its right, title and interest in and to the Lease to Assignee, and Assignee has agreed to assume and perform certain of Assignor's liabilities and obligations arising under the Lease on and after the date hereon all in accordance with this Assignment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are herby acknowledged, and intending to be legally bound, the parties agree as follows. ent. Assignor hereby assigns, transfers, and conveys to Assignee all of 1. Asm'gM Assignor's right, title and interest as the landlord or lessor in and to the Lease. 2. Assumption. Assignee hereby assumes all liabilities and obligations of Assignor under the Lease which arise on or after the date hereof and agrees to perform all obligations of Assignor under the Luse which are to be performed or which become due on or after the date hereof 3. Qggggo= This Assignment may be executed by the parties in counterparts, in which event the signature pages thereof shall be combined in order to constitute a single original' document 4. Wes, This Assignment shall be binding upon and inure to the benefit of Assig, , Assignee and their respective successors and assigns. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;: SIGNATURE BLOCKS ARE ON THE FOLLOWING PAGE] 4W-4297.4211.1 Exhibit C IN WTIMSS WF MMF, to pardos have Owcuted fin Aampma t as of the date set fora above. Sigmd seated and d ahver ed in the presence of N v: dy CM? Name; l YI? UNI MARTS, LLC, a Plvania ' "ted liability company Ni RS NATIONAL nTAM PRQFMTM TRUST, a land read estate mvestatmt tUUA tam:4W4M-UII,v s ?1u WITNESS VAHEREOF, the parties have executes this Assignment as of the date set forth above. SWwd, scaled and delivered in the presex of UNI-MARTS, LLC, a Pennsylvania limited liability company blame: Judy Treaster IYanne. SKI By: Name. Henry D. Saha a:u Its; President NATIONAL RETAIL PROPERTIES TRUST, a Maryland real estate investment trust B Nam Jun n & Whitchurst Its: Tn?stee ND* 4W44V7-4ll, v. l 4W-4297-4211,.1 ACKNOWLFDGEN04T COMMONWEALTH' OF PENNSYLVANIA COUNTY OF CWM Tw fmagoing instrument was acknowledged before me this 310 day of April, 200 by Henry D. Sahakian, as President of Uni-Marts, LLC, a Pcnasylvania limited liability any,, on behalf of tba Assignor. He is personally known to me, (NOTARY SEAL) M4ry !C FC?=;="M M R LONG bP&M fob 22. 2011 STATE OF FLORIDA COUNTY OF ORANGE ZLJ4?? 2.2 Signature of Notary Public WILLIAM R. LONG Commission ID No.: 1231157 My Commission Expires; Febmazy 22, 2011 The foregoing inert was acknowledged before me this 22?l3ay of April, 2009 by Jahm X Mijyhurst , as Trustee of National Retail Properties Trust, a Maryland real estate investment trust, on behalf of the trust. He is personalty known to me. (NOTARY SEAL) 01 00. el kzj8L, KBIA # Oa 846`167 E"asM" 11, 2M3 Typed or Printed Name of Nom Commission No.: MY Commission Expires: 48234397AU 1.1 ACKNOWLEDOEI iT COMMONWEALTH OF PENNSYLVANIA COUNTY OF CENTRE.'' The foregoing` instrument was acknowledged` before me this clay of April, 2009 by Henry D. S aien, as President of Uni-Marts, LLC, a Pennsylvania limited liability company, on behalf of the Assignor. He is personally known to me (NOTARY SEAL) Signature of Notary Public WILLIAM R. LONG Commission ID No,: 1231157 My Commission Expires: February 22, 2011 STATE OF FLORIDA, COUNTY OF ORANGE The I foregoing ins[ruumt was acknowledged before me this f lay of April, 2009 by ?te-EUrSt as Truster of National Retail Properties Tnist, a Maryland real estate investment trust,. on behalf of the trrust He is personally known to me. (NOTARY SEAL) Si ature of Notary Public Kells Scbm1ble E MNth # 00 846157 E.)g eft , 2013 Typed or Printed Name of Notary Commission No.. My Commission Expires: Nei, 482342474211, v. 1 4823-4247.4211.1 "A" Johusonbur& IPA, Store No.: 4035 Luse Apwrwmt dated July 19, 2ws originally, between Uni-Maw, LLC, aS Landlord, and 21 Triangular, Inc. as assigned to PA 3 State Corporation, Inc., as 'T'it, for real property located at 135-137 Center Street, Johnsonburg, PA. Hughesville, PA, Store No.: 4046 Sublease Agreement dated December 14, 2005 between Uni-Marks, LLC, as Landlord, and Soham, Inc., as Tenant, for real property located at 1 North Main Street, Hughesville, PA Bloomsbury, PA, Store No.: 4062 Lease Agreement elated May 17, 2005 between Uni-Marts, LLC, as Landlord, and Reduce 2, LLC, as Tenant, for real property located at 301 East Seventh Street, Bloomsburg, PA. Warriors Mark, PA, Store No.: 4064 Lease Agreement dated July 13, 2005 bctwmn Uni-Marts, LLC, as Landlord, and Globernatic Entmpr ses, LLC, as Tenant, for real property located at Routes 3SO & 550, Box 193, Warriors MArk, PA. Pun=tewhey, PA, Store No., 4075 Lease Agreement dated July 12, 2005 between Uni-Marts, LLC, as Landlord, and Chatha Inc., as Tenant, for real property located at 555 West Mahoning Street, Punxsutawney, PA. Punxsutawney, PA, Store No.: 4077 Lease Agreement dated July 12, 2005 between Uni-Marts, LLC, as Landlord, and Chatha Inc., as Tenant, for real property located at 512 East Mahoning Strect, Punxsutawney, PA. East Brady, PA, Store No.: 4092 Leave Agreement dated April 29, 2005 between Uni-Marts, LLC, as Landlord, and KMDS Entmprises Inc., as Tenant, for real property located at 410 Kellys Way, East Brady, PA Milesburg, PA, Store No.: 4101 Lease Agreement dated December 15, 2005 between Un -Marts, L.LC, as Landlord, and .hala, LLC, as Tenant, for real property located at 100 Mill Street, Milesburg, PA. Ashland, PA, Store No.: 4132 Lease Agreement dated April 29, 2005 between Uni-Marts, LLC, as Landlord, and;SCS Partners, as Tenant, for real property located at 305 Center Street, AsWand, PA. Shamokin, PA, Store No.: 4136 Lease Agreement dated April 29, 2005 between Uni-Marts, LLC, as Landlord, and SCS Partners, as Tenant, for heal: property located at 517 East Sunbury '' Street; Shamokin, PA. 1D; 4823-42997-4211. V. I 4823-4297.42111 Williamsport, PA, Store No.: 4140 Lease Agreement dated July 20, 2005 between Uni-MaM LLC, as Landlord, and High Street Entetpri Inc„ as Tenant, for real property located at 1037 High Street, Williamsport, PA. Montoursville, PA, Store No.: 4141 Lease Agreement dated October 27, 2005 originally between Uni-Marts, LLC, as Landlord, and Sabab & Shihab, Inc., and subsequently assigned to S&P Brothers, Inc., as Tenant, for real property located at 447 Broad Street, Montoursville, PA. Nanticoke, PA, Stare No.: 4145 Lea Agreement dated April 19, 2005 between Uni-Marts, LLC, as Landlord, and Eagle International Services, Inc., as Tenant, fbr real property located at 61 E. Main Street, Nanticoke, PA, Wilkes-Barre, PA, Store No.: 4149 Lease Agreement dated April 12, 2005 between Uni-Marts, LLC, as Landlord, and Sahara: SeMces LLC, as Tenant, for real property located at Hazel & Parish Streets, Wilkes Barre, PA.. Williamsport, PA, Store No.: 4151 Lem Agreement dated June 28, 2005 between Uhi-Marts, LLC; as Landlord, and Tapan Inc., a Tenant, for real property located at 1220 River Avenue, Williamsport, PA. Larksville, PA, Store No.: 4160 Lease Agreement dated May 15, 2005 between Uni-Marts, LLC, as Landlord, and Sheen Mart LLC, as Tenant, for real property located at 175 East State Street, Larksville, PA. Pleasant Gap, PA, Store No.: 4166 Lease Agreement dated April 12, 2005 between Uni-Marts, LLC, as Landlord, and If2J Inc., as Tenant, for real property located at 106 West College Avenue, Pleasant Gap, PA. Ctunbetland, PA, Store No.. 4208 Lease Agreement dated June 6, 2005 originally between Uni-Marts, LLC,, as Landlord, and DHCS Corporation, subsequently assigned to Doo Chung Enterprises Inc., as Tenant, for real property located at 101 Fag King Street, Cumberland, PA. MCSber ytown, PA, Store No.: 4222 Lease Agreement dated August 3, 2005 originally between Uni-Marts, LLC, as Landlord, and Uni-Plus Convenience Mart Inc., as Tenant, for real property located at 434 Main Street, McSherEytown, PA. Chambersburg, PA, Store No.: 4257 .Lease Agreement dated May 9, 2005 between Uni-Marts, LLC, as Landlord, and Clog Inc., as Tenant, for real property located at 1891 Philadelphia Avenue; Chambersburg, PA. ND #823.4297-42,11, v. 1 4823-4297-4211.1 Wilkes-Barre, . PA, 'Store No.: 43 01 Lease Agreement dared April 12, 2005 betvve t Uni-Marts, LLC, as Laudlord,'and Brothers Cooperative, Inc., as Tenant, for real property located at Blackman & Hazel Streets, Wilkes- Barre, PA. Plains, PA, Store No.: 4307 Lease Agreement dated November 15, 2005 between Uni-Marts, LLC, as Landlord, and E-z Shop II, Inc., as Tenant, for real property located at 240 South Rives Road, Plains, PA, Bear Creek, PA, Store No.: 4308 Lease .Agmeme nt dated June 14, 2005 originally between. Uwi-Marts, LLC, as Landlord, and. Quidk-Mart Retail Corporation, and subsequently assigned to Sahara 101, LLC, as Tenant, for real property located at 3000 Bear Creek Blvd, Bear Creek, PA. Bear Creek, PA, Store No.: 4312 Lease Agreement dated June 14, 2005 originally between Uni-Marts, LLC, as Landlord, and Quick-Mart Retail Corporation, and subsequently assigned to Sahara 101, LLC, as Tenant, for real property located at Exit 36 Off PA Turnpike, Bear Creek, PA Nuangola, PA, Store No.: 4317 Lease Agreement dated April 13, 2005 originally between Uni-Marts, LLC, ' as Landlord, and Tiger Wraps LLC, and as subsequently assigned to Nelly Travel Plaza, LLC, as 'T'enant, for real property located at 3765 Nuangola Road, Nuangola, PA. Taylor, PA, Store No.: 4320 Lease Agreement dated. June 6, 2005 originally between, Uni-Marts, LLC, as Landlord, and A& A.S. Inc„ as assigned to Aryana Enterprises, LLC, as Tenant, for real property located at 215-217 S. Main Street, Taylor, PA, Mountaintop, PA, Stare No.: 4323 Lease Agreement dated August 16, 2005 originally between Uni-Marts, LLC, as Landlord, and Samna Mart, LLC, as subsequently assigned to Moutaintop Food Mart, LLC, as Tenant, for real' property located at 4325 South Mountaintop Blvd, Mountaintop, PA, Moos c, PA, Sture No.: 4327 Lease Agreement dated September 26, 2t1Q5 bet? Uni-Marts, LLC, as Larimord, and 4,685 Bimey Avenue Corp., as Tenant, for real property located at 4685 Birney Avenue, Moosic, PA., White Haver, PA, Store No.: 4328 Lease Agreement dated December 14, 2005 between Uni-Marts, LLC, as Landlord, and 601 Church Street Corp„ as Tenant, for real property located at 601 Church Street, White Haven, PA ND W-a297-a2 i v. 1 48214297421 Lt Hazleton, PA, Store No.: 4332 Lease Agreement dated April 18, 2005 between. Uni-Marts, LLC, as Landlord, and Naha1 Mart LLC, as Tenant, for real property located at 285 South Church Street, Hazleton., PA. Wifi s-Barre, PA, StomNo.: 4344 Lease Agrement dated April 12, 2005 between Ifni-Marts, LLC, as Landlord, and SNS Buddies, Inc., as Tenant, for seal property locate at PA Avenue & Northhaznpton Strut, Wilkes-Barre, PA. Effort, PA, Stme No.: 4345 Lose Agreement dated June- 20, 2005 between Uni-Marts, LLC, as Landlord, and Good Business Services U, LLC, as Tenant, for real property located at 2420 Rain 115, Effmtb PA.. Hazleton, PA, Store No,: 4346 Lease Agreement dated June 25, 2007 between Uni-Marts, LLC, as Landlord, and gimps Corner Corporation, as Tenant, for real property located at 999 Cando Freeway, Hazleton, PA.. Port Vue, PA, Store No.. 4608 Lease Agreement dated April 4, 2005 between. Uni-Marts, LLC, as Landlord, and DJ, LLC, as, Tenant, for real property located at 1181 Romine Avenue, Part Vue, PA. Export, PA, Store No.: 4683 Lease Agreement dated June 21, 2045 between Uni-Marts, LLC, as Landlord, and Makkar Corporation, as Teumd for real property located at 5690 William Pena Highway, Export, PA. ND. 4823.4247-4211, v. 1 #0,3.4297«4211,1 M NATIONAL RETAIL PROPERTIES NM:NNN se&Wa Cff*sd Mdl July 19, 2010 Attn: Jay Chung Doo Chung Euuq riw% inc. 101 Bast King Street M#pw*arg, PA 17257 Re: Ual-Mot (dwlerr} Shtppeasburg, PA 04M 0180! Property M 01811-00803 Dear Jay Cog, Enclosed please find the 2010 Sb4gmnsbmg Area School Dish kk PA Real Zstaft Tax gbdmmed which we received far the above raked pmperty. Please tMut your payma d to tha appropnM taxing audmity, by the due daft indicated, m order tin avoid any interest and pa allies. Upon doigg so, we request that yen forward a copy d your paid receipt to our office as remdred by vow Lease Asaeesaeut. Should you have any questions regarding the above, plow do not hesltat o to oontact me at 1-800-666-7348 ext. 1095. Thank you in advance for your udc4x ted ooopacat m sinoerely, sue CJutie?aez Adminishifive Assistant Baolome om Ingrid hvin, Lease Compliance Manager Exhibit D 450 S. Orange Ave., State 900 1 Orlando, 17L. 32841 (800) NNN-RETY I www.nnnrdLcom Received AL UXPAYMiCOW F3/ ND: in ?rusue ?a. SOKM IA,TAXC? Ms Z F -a02 1M EIMSM EEr W9 AIOFM AD DM MM04410 WiDAPPRM 1 ACF9E Nx 066- a? FI70 d • aaF ss ouaaeDD aiassoaD SCAOOL 1 TAXMIOUSI'DUE---s opmoT 022M best se FKLA Ca w A9kDe I DSO C 8tT7HE d:NDTIlHograV1/MMT1MUiLMLMIM9MMIFOTAX . CLAW 106MY. C01LWMADDpI =OFALMA MM1' vx 1 LEA AEALTYTA /OMff 01N19CM.YAF[wllaw" IMP Affi O1 ?SJf-0B?E nNNDON40 7748[ A147DC M ./ OM"= a OFFI0EAT111 N. FAYEITE ST. ----------------- - -------------------------------------- --- FFMITL'ANCECCPY F nr. 196 xas?a M M I4lM TAX CCLLSMIDR M 17257.OM MAP t=P OM 1P OM ACiM AD DMM 00270104414 LAND APPPM 1 AWE 8bn 068- d 7 xinu:a Jvttl Ozm!ioc D OS mmo a s aa.al 5.7m.12 C,W?m TAX AMOUKr DUE ---a• s! 7laiA Ca ar siEax $Wam T O s o 9e:79ee16 9 u M" ?'-EI'OTiE FIIOTPAO6Y1sNIMM7M6LL11191M1119MiM11D'DR CLAMBMBAD F MCML6W=AWF KWCPFALeMAOIAAMT pMr= ML& ?1HE7'L MR6ALTYTR DaDNBYCRPEYDCM.YAFIMIIaMMO 1ru?AA M WAT 4 NN. F AWM 8 T. I Owww FN RMMRBDWFn Pdm*ao F, Fambm HM r UO Ibimpadwawa s asa S09 To Deacbmw sabrprbm lac. (I1"set nam aeeot Apt ft: 111 East KkV 80*9 CFPOO Na, Sh Wn, PA 17M Cb MBkZP*3 s a N M1 CO Z °r ? s ? a A oil 80 III ??l?? : x'.. ? b 717910011164907788197 5.M""d11yO11bdM-1 aDate ofodhpry. 1.ArbleAddreseedtx RbdeAeryaddnesedlat"baermni? Dyes XYMOderddt+gyaddreeebdorr. D:No Doo Chung Entatprlseb, Inc. (unl-Mart . ? ) . _ 101 East IQng Street ShIppembreg, PA 17267 s.8wwoe Type M CS"Med 4. Reddoted AeftW Gera Fes} ET Yee Cadet UnWert (dodo - Shop waburg. PA FAe:OMO UN MStDtI'ESPOSIALGMMIpB Pb?pe d fts Patel i ' _ P?emetNo.B?iO o?. a p8 0 E mj? VMMWUMLM "MEXWOF arras?eameeee j ` r?rorrnvrs?i DomnftN I ftebtpt j cj Ingrid Irvin National Retail Properties, inc. 450 S. OmW Ave., Suite 900 'i Orlando, FL 82809 " d ??LIFTHERE ' NATIONAL RETAIL PROPERTIES NYSE: NNN November 29, 2010 Sent Via FedEx Overnight Attn: Jay Chung Doo Chung Enterprises, Inc. 101 East Ring Street Shippensburg, PA 17257 RE: The Lease Agreement between National Retail Properties, Inc. dated April 1, 2009 for the property: Uni-Mart (dealer)- Shippmsburg, PA #4208 (101 E Ring Street). Dear Jay Chung, Pleased, be advised that Uni-Mart is in default under the terms of the Lease by reason of failure to pay 2010 Shippensburg Area School District, PA Real Estate Taxes. The amount of unpaid Taxes including penalty is $6,300.94. If the Total Amount Due is not paid to Shippensburg Area School District within 10 days from the date of this correspondence is received, National Retail Properties, Inc. may exercise its legal remedies under the lease and applicable law. The failure of National Retail Properties, Inc. to exercise any remedies preserdly available to it does not constitute a waiver of any of those remedies. PLEASE BE GOVERNED ACCORDINGLY. Sincerely, 'd Irvin Lease Compliance Manager 0180-00803 Exhibit E 450 S. Orange Ave., Suite 400 1 Orlando, FL 32801 (800) NNN-RErr f www.nnnreitxom Page 1 of 1 Frmt O D Otii11 Qt19Sj9E97349 snowi? 116 PAM PropnYee lm 469 S. Oasge Av%fM Odaefs,FL 32391 8FP'1'ek (fm)6396649 BLLSBM Attn: Jay Chung Doo Chung Eater lns, Inc. 101 E KINO ST SHIPPENSHURG, PA 17257 Ref0 SWO Irwee o PO # DeptS 69210 I? 7964 9M 7743 XC HGRA TVE - 30 NOV AA STANDARD OVERNIGHT ass 17257 ph-us Do l Mtar prindag this kbet 1. Use ths'i'rktt' butlon on this pope b print your label to your War or inlget printer. 2. Fdd.ths gnarled pep along ft horUcnial line. 3. Place Mal In ship ft pouch and affix It to your shipment so that the beroode portion of the label can be read and scanned. Vftmb p: Use only ft printed original label 1br shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of Oft system Owaftiles your agmerrrer$ to do &WOO Conditions in the current Fed©x SerNoe Gulls, avall" on ftdsx.cem.FedEx wll not be respaalble for any cleirn in arrows of $100 per peclaspe, whether the reeadt of loss, damage, delay, non-OdlvWy n ft1very or mWlnbwWer4 unless you dedeie a higher wore, pay an addillond charge, document yaw edual loss and file a tknely delm.Lirriltellons sound In the current F6dEx Service Gilds apply. Your eeM to recover tbom Fed6a for any low, irahAng intinrefc valued the packap. Ioss of am", income Interest, pM1% etlarneyt fag, costs, and afar forma of dame w whew direct, itddental,eorwa luendel, or special is Ihrdled to 9u greelsr of $100 or the sulhOdad declared value. liesewry Cannot =080 acmd dommotded bw.Mmftum for fems of ®dreordtnary value Is 3300, e.g. jewelry, precious metals, nWilable In>swrraNa and other ferns (sled in our ftvieaGLdde. WOW ctaime must be BW wdNn strict Ime lWnb, sea current FedEx Service Gulde. httpeAvww.fe&mcom/shipping/ht m//Prineram l mml W29/2010 N 0 NATIONAL RETAIL PROPERTIES NYSE:NNN . Sestvia Cert W Mdl July 19, 2010 Attn: Jay Chung Doo Chung Enugxiem, Inc. 101 Bast King Street ShiMensbaag, PA 17257 Re: Unt-Mart (dealea)- ShippeasbmS PA &4?,OS 01911 p roperty m. 0180. mm Dear Jay Chung, Enclosed please :End the 2010 Shfppenebm g Area school DbtrK PA Rea! Este Tax Staimind which we roceiived for the above re ced property. Please ren3d your payment to the appropriate taxing autbmity, by the due date indicatal, m order to avoid any interest end penalties. Upon doing so, we west that you forward a copy sf year paid receipt to our cif m as MM3red M M Lease Should you bave any questions regat*mg the above, please do not hesitate to contact me at 1-W0-666-7348 ext. 1095. Thank you in advance for your anticipated 000pecation. -Skomeiy, Sue C3utie?t Administrative Assistant Emclosure cc: Ingrid b vh% Lease Compliance Manger F 450 S. Orange Ave.. Suite 940 I Orlando; FL 32801 (800) NNN-RETT ( wwwnnnreiGmm Recelved TAX PAYM OOPY FROM voe CORS?M116T6i,TAX ' PO t PA 1.167 a? A88 q-8 MAP N* 88649148W8 101 ENNO STRWr ACRES M DEW 002/404410 LAWDAPPR 1 AORE a? s .otawoo .o>,sssma TAXAMOEAROIS--,s Nomw $% as i! 1riA 4a.t ilMi 7 OIL wnwftwwlolll lIMWWWOL .M1 IDTAX. CLAW tap,Odl?tgNAtlDRWDOfAtJBtAall?f vac I LEA?EREALTYTR ?It01lYOlow"OLVAPetD lavul010 PAM O .L 82801,E T?M?NOON40717-d<147E 7220 J ? 1t 17 4AN4°mDYAFPCWNT6 Q Q? " D 1? v - a`3 OFRMAT14f PLFAVEREST. - -------------------------------------- --- ABYITTANCEOOPY MR= 'M6 awea? to GRACE M212l0WMTAXOOLLOD DR em 'IWPIMSU PAfTL'7.= 101 E ION6 87pM:T? ACFW AO DEW aaMO"10 IANDAPPRCK 1 ACRE aanm.d?l eea. as8- ONE of 7ARJMU M?qa lato .oujseeao .oss6ssoo s a s s aof. TAX AMOUNT DMIE --- 2> 8sO&W ft"Lls p tetltrs 22 114" IIIL a attye , s u '• lFao7vAOSrligla+.6lsedl.llAU 11s11N7om7t aL? t PatCO!lJO0110M Afa13JMltOFA 11x1 AIMfI[<I' 'cac EREALTYTR OMMO LTAP1le1MMO a 00 828O6S880 ?eooopi? ?0?8@?47 BYAPPOMIIT OFFUI;AT 1f1 N. FAYEI'IEST. I RAV17 - -1h k100 mm 2 Podop e AAA d OwGW RA 2M mm ROMMOWFbe 6At1 ' 1be?PaeheeaFws t3a?t TO ft o C mq Nnbrprl"% 1w- ( focim $6ae jVLft, 101 Ent K to Skid crPO S M06 Shipgtwwbn, PA 17867 m m . ' It SI ?j o s rX NJ 71791060164907798197 IL Rwdod by(iR *d and 1.AtadsAM to ft adebefy addneedl?fent "Wordwdflufeyadtia Doo 101 ? ? Sty Inc. (unt.Ntart RhIppembury, PA 17267 8efN1 fAiilPREM --- - - Codeg- UnWM (dealt) - Shoponsbuig, PA Fem emo d at ? o W V N ## E ,p 0 rO 8 fig --------------------- D SWPAIMAF i Addmmm i ?A a Date Ot DdkWy. aombe ail Q 1lree Ibdm O:No WOMILAWLAID UMEJMOFI s 8fitvios7yps Gertifted ata f 4 ReNdotd DtrpYratY? (Dttra FseJ Yea f PS Fbmf 3819 } UtIttBDS'61'EffiP06PA6e?iY1CB P1e?Fdsesl4ai ? .._ _.._. . P?artine do faeae Plaid i P4m*Nc.B.io i Ingrid Irvin Nadonal Retail Properlls% Inc. 460 S. Orange Ave., Suite 800 Orlando, F182801 E; 10 UF-r HERE 4 ?I NATIONAL RETAIL PROPERTIES NYSE' NNN December 30, 2010 NOTICE OF EVENT OF DEFAULT via Federal Express: 7942 7719 7987 Doo Chung Enterprises, Inc. (Tenant) 101 East King Street Shippensburg, PA 17257 Doo Young Chung and Janet W. Chung (Guarantor) 101 East King Street Shippensburg, PA 17257 RE: Lease Agreement ("Lease") dated June 6, 2005 by and between National Retail Properties Trust, successor in interest to Uni-Marts, LLC ("Lessor") and Doo Chung Enterprises, Inc. ("Lessee") for the property located at 101 East King Street, Shippensburg, PA 17257 Dear Tenant, Mr. Chung, and Mrs. Chung (Personal Guarantor): You are hereby notified that an "Event of Default" will occur under Section 23 (ii) of your Lease, with National Retail Properties Trust ("Lessor"), for your store located at 101 E. King Street, Shippensburg, PA if you do not remit your Dec-10 Rent payment within five (5) days of receipt of this notice. The Rent amount due plus fees is $5,347.14. Since you did not remit payment within five (5) days of the December 1, 2010 due date, the Rent amount is now $5,347.14 which includes late fees and interest per the attached schedule. Interest will continue to accrue on the unpaid balances. As a result, if Lessor does not receive Lessee's payment within five (5) days of receipt of this notice, then Lessor intends to exercise its rights and remedies under Section 23 of the Sublease. These remedies may include the termination of your lease, taking possession of the premises, seizing all personal properly and fixtures in which the Lessor had a landlord's Iien, bring action for any damages, relet the premises, accelerate and recover all rent due, recover costs and seek any other equitable relief. Also, Lessee was previously notified by Lessor on November 29, 2010 that Lessee had not paid the delinquent 2010 real estate taxes directly to the taxing agency. Lessee will be in default if the aforementioned real estate taxes are not paid to taxing agency within five (5) days of receipt of this notice. Please reanit 55347.14 within five Q days of receipt of this notice to National Retail Properties Test. 45 S. Qmw A enue Suite 900 Orlando FL 32801 Please contact me should you have any questions at (407) 540-2556. The failure of NNN to exercise any remedies presently available to it does not constitute a waiver of any of those remedies. Sincerely, National Retail Properties, Inc. 44+----- Andre J. Bosco Senior Accountant Exhibit F 450 S. Orange Ave., Suite 900 1 Orlando, FL 32801 (800) NNN-RErr I www.nnnreitcom a ?a O LL C C O • N a 7 C 9 7 v C H _ a o LL v w o bi J ? C yyy??? O N V S pig w N g? r 1 N O ? z! M N m ?p Q fe O_ 2 Q N ?d O O c LM O .? p? J G L r1l 3 Page 1 of 1 From: Origin oRLa (407) 540-2W F? Andraw Bu>,w National PAW properties Inc 450 S. tharrge Ara sulbe goo Orlando, FL 3W Am.? SHIPT0: (443) 612.4390 ORL BENDER Attn: Tenant & Guarantor Doo Chung Enterprfim, Inc. 101 E KING ST SHIPPENSBURG, PA 17257 Shp Da* 3WEGt0 PAWpt 1.0 LB CAD: 0T3090 Dekwy Address Bar Code ?1 1111I??IN? Ref # 60210 invoice # Poi! Dept # 60210 FRI - 31 DEC AA T® 7942 7719 7987 STANDARD OVERNIGHT XC HGRA 17257 ea-os IAD Afbr prlnt9trg this label: 1. Use the Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed pop along the horizontal tine. I Place label in shipping pouch and aft it to your shipment so that the baroode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedaxoom.FsdFx wlN not be responsible for any claim In excess of $100 per package, whether the result of loss, damage, delay, non-lelivery,misdeliveryor misinformation, unless you declare a higher value, pay an additional charge, document your actual lose and file a timely clalm.Limltations found in the current FedEx Service Guide apply. Your right to recover from FedFx for any loss, including intrtnsic valueof the psd%Ve, loss of sales, Income interest, prof, atlornsy's fees, costs, and other forms of damage whether direct, incidenfal,consequentiaal, or special is limited to the greater of 5100 or the authorized declared value. Recovery cannot exceed actual documented Ioss.Mmdmum for name of extraordinary value Is 6500, e.g. Jewelry, precious metals, negotiable in*tnn nis and other Items Bated in our ServiceGulde. Written claims must be filed whin strict Erne Iimifs, see current FedEx Service Guide. https://www.fedex.conVshipping/htiuVen//PrintIFrame.html 12/30/2010 FecEx. Detailed Resufts ?v__....?....__._- Page 1 of i Tracking no.: 794277197987 Select time format: 12H Delivemd Delivered Signed for by: J.CHUNG Shipment Testes Destination. Shipdate Dec 30, 2010 SHIPPENSBURG, PA Delivery date Dec 31, 201010:40 AM Signature Proof of Delivery Shipment Options i Hold at FedEx Location Hold at FedEx Location service Is not available for this shipment. Shipment Facts Service type Standard Envelope Delivered to Residence Weight 0.5 Ibsf.2 kg Reference 60210 Department number 60210 http://Www.fedex.comITracking/Detail?ftc start urI=&totalPieceNum &backTo=&temp... 12/31/2010 NATIONAL RETAIL PROPERTIES NYSE:NNN NOTICE OF EVENT OF DEFAULT January 6, 2011 via Federal Express: 7942 9546 9013 Doo Chung Enterprises, Inc. Doo Young Chung and Janet W. Chung (Tenant) (Guarantor) 101 East King Street 101 East King Street Shippensburg, PA 17257 Shippensburg, PA 17257 RE: Lease Agreement ("Lease") dated June 6, 2005 by and between National Retail Properties Trust, successor in interest to Uni-Marts, LLC ("Lessor") and Doo Chung Enterprises, Inc. ("Lessee") for the property located at 101 East King Street, Shippensburg, PA 17257 Dear Tenant, Mr. Chung, and Mrs. Chung (Personal Guarantor): You are hereby notified that the cure period established from the Landlord notice to Tenant and Guarantor dated December 30, 2010 expired January 5, 2010 and thus Tenant and Guarantor are in default under the lease by reason of not paying the past due Rent charges of $5,347.14 within five (5) days of receipt of the aforementioned notice, and non-payment of the $6,300.94 real estate taxes. Furthermore, you are hereby notified that an "Event of Default" will occur under Section 23 (ii) of your Lease, with National Retail Properties Trust ("Lessor"), for your store located at 101 E. King Street, Shippensburg, PA if you do not remit your Jan-11 Rent payment within five (5) days of receipt of this notice. The Jan-11 Rent amount due was $4,435.62. Since you did not remit payment within five (5) days of the January 1, 2011 due date, the Rent amount due is now $4,882.88 which includes late fees and interest per the attached schedule. Interest will continue to accrue on the unpaid balances. As a result, if Lessor does not receive Lessee's payment within five (5) days of receipt of this notice, then Lessor intends to exercise its rights and remedies under Section 23 of the Sublease. These remedies may include the termination of your lease, taking possession of the premises, seizing all personal property and fixtures in which the Lessor had a landlord's lien, bring action for any damages, relet the premises, accelerate and recover all rent due, recover costs and seek any other equitable relief. Also, Lessee was previously notified by Lessor on November 29, 2010 that Lessee had not paid the delinquent 2010 real estate taxes directly to the taxing agency. Please be notified that Lessor has paid the $6,300.94 taxes directly to the taxing agency and any attempt by Lessee to pay such taxes need to be paid to Lessor. The Total Amount Due is $16,536.13. Please immediately remit $16.536.13 to National Retail Properties Trust_ 450 S Orange Avenue Suite 900, Orlando. FL 32801. Please contact me regarding your account at (407) 540-2556. The failure of NNN to exercise any remedies presently available to it does not constitute a waiver of any of those remedies. Sincerely, National Retail Properties, Inc. Andrew J. Bosco Exhibit G Senior Accountant 450 S. Orange Ave., Suite 900 1 Orlando, FL 32801 (800) NNN-REIT I www.nnnreit.com Page 1 of 1 From Origin ID: ORLA (401) 5402556 Andrew Bosco National Retail Properties Inc 450 S. Orange Ave. Sdte 900 Orleado, FL 32801 FIOCIRM Shipp Date: 06JAN11 AcONgt 1.0 LB CAD: 8248288ANET3090 Delivery Address Bar Code raMMwknu III111I12" 1I1I11 1 SHIP 70: (443) 612-439D BAL SENDER Ref # W210 Attn: Tenant & Guarantor Imroice # Doo Chung Enterprises, Inc. tDep## 60210 101 E KING ST SHIPPENSBURG, PA 17257 0 01 7942 9546 9013 XC HGRA 11111 MOM"WO 17257 PA-OS IAD After printing this label: 1. Use the'Pdnf button on this page to print your label to your laser or inlget printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number, Use of this system constitutes your agreement to the service conditions in the current FadEx Service Guide, available on fedex.com.FedE x will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery,misdalivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and toe a timely claim.Limitationa found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic valueof the package, loss of sales, Income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidentat,consequential, or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented Ioss.Maximum for items of extraordinary value is $500, e.g. jewelry, precious metals, negotiable instruments and other items listed in our ServioaGuide. Whitten claims must be led within strict time limits, see current FedEx Service Guide. FRI - 07 JAN AA STANDARD OVERNIGHT https://www.fedex.com/shipping/html/en//PrintIFrame.html 1/6/2011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTYm PENNSYLVANIA e -p:3 rrtrn z? z? National Retail Properties Trust, ?p Plaintiff, zo Docket No. }jo it _ y r (o v? V. ^i Doo Chung Enterprises, Inc. Civil Action Defendant. z ro 0 s 0 cn O CI --t rn? -Orn o° q - o , rn D PRAECIPE TO ATTACH ORIGINAL VERIFICATION TO THE PROTHONOTARY: Kindly attach the enclosed original verification to the Verified Complaint for Confession of Judgment for Possession of Real Property filed in the above-captioned matter on January 19, 2011. A true and correct copy of the attached original verification was filed with the original verified complaint. Respectfully submitted, David T. Miller Pa Bar # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 Attorney for Plaintiff VERIFICATION I am an employee of National Retail Properties Trust and I am authorized to verify that the factual averments contained in the foregoing Verified Complaint for Confession of Judgment of Real Property are true to my personal knowledge or to my information and belief. Dated: f r (S 12 o i l Andrew Bo o Accountant National Retail Properties Trust Sworn before me this /I' day of January, 2011 .-_ DEBORAH A. JAMWJ C minion DD 750689 Expires January 22, 2012 gpiWRaTrayFink=W" 0p5WIOI8 13 Certificate of Service The undersigned certifies that a copy of the foregoing Return of Service was served on the following party by First Class Mail, postage prepaid on January 20, 2011 to: Doo Chung Enterprises, Inc. c/o Doo Young Chung President 101 East King Street Shippensburg, PA 17257 David T. Miller PA ID # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 717.609.4930 (T) 888.277.8370 (F) david o mmlawfirmllc.com 2 ,,j. .. i IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA National Retail Properties Trust, Plaintiff, V. Doo Chung Enterprises, Inc. Docket No. ) 0// - ? s 1, C_ "_' 11-r ? -, Defendant. Civil Actio n c z? z? car, m° ?c 5c: z -4 n -t rv CM Cr 0 s cn 0 Ca rn ?m ?o zo x? tam a -t Return of Service TO THE PROTHONOTARY: The undersigned hereby certifies that original service pursuant to Pennsylvania Rule of Civil Procedure 402(a)(2)(iii) was made on January 19, 2011 at 2:05 p.m. when the undersigned handed a time-stamped copy of the Verified Complaint for Confession of Judgment for Possession of Real Property, a time-stamped copy of the Confession of Judgment, and a Notice Under Rule 2973.2 of Judgment and Execution to Mr. Doo Young Chung, President of Doo Chung Enterprises, Inc., at the principal place of business of Doo Chung Enterprises, Inc., located at 101 East King Street, Shippensburg, Cumberland County, Pennsylvania, 17257. Dated: ] o /( c David T. Miller Attorney for National Retail Properties Trust f I` Sworn before me this?O day of January, 2011 [Seal ????? MMONWEALTH OF PENNSYLVANIA Notarial Seal Debra L. Swigert Notary Public South Middleton Twp., Cumberland County MY Commission Expires June 26, 2014 Member: PenngA*Rnle Asawatien of Notaries Certificate of Service The undersigned certifies that a copy of the foregoing Praecipe to Attach Original Verification was served on the following party by First Class Mail, postage prepaid on January 20, 2011 to: Doo Chung Enterprises, Inc. c/o Doo Young Chung President 101 East King Street Shippensburg, PA 17257 David T. Miller PA ID # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 717.609.4930 (T) 888.277.8370 (F) davidginnilawfirmllc.com 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA National Retail Properties Trust, Plaintiff, V. Doo Chung Enterprises, Inc. 101 East King Street Shippensburg, PA 17527 Docket No.: 2011-456 Civil Term Defendant. Civil Action PRAECIPE FOR WRIT OF POSSESSION UPON A CONFESSED JUDGMENT To the Prothonotary: Kindly issue a writ of possession upon the judgment in ejectment entered by confession in the above matter. Certification I certify that (1) This praecipe is based upon a judgment entered by confession, and (2) Notice pursuant to Rule 2973.2 has been served at least thirty days prior to the filing of this praecipe as evidenced by a return of service filed of record. t C'Q C V _`C _ - La. t t.s1 f?J n A-2q. or-> Rf ( S'l.So r1 Respectfully Submitted, David T. Miller Pa Bar # 84433 Miller & Miller Law Firm LLC 950 Walnut Bottom Road Suite 15-209 Carlisle, PA 17015 Attorneys for Plaintiff National Retail Properties Trust ex-"- t61.. 8 009 asssZ, A. Iof2 WRIT OF POSSESSION (Ejectment Proceedings PRCP3160-3165 etc.) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL RETAIL PROPERTIES TRUST VS. No. 11-456 Civil Term_ DOO CHUNG ENTERPRISES, INC. Costs Attorney's $ 51.50 Plaintiff's $ Prothonotary $ 2.00 COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND: To the Sheriff of Cumberland County, Pennsylvania (1) To satisfy the judgment for possession in the above matter you are directed to deliver possession of the following described property to: (Plaintiff (s)) NATIONAL RETAIL PROPERTIES, INC. being: (Premises as follows): 101 EAST KING STREET SHIPPENSBURG, PA 17257 (2) To satisfy the costs against the defendant (s) you are directed to levy upon any property of the defendant (s) and sell his/her (or their) interest therein. David D. Buell, Prothonotary, Common Pleas Court of Cumberland County, PA tz/q Date, E13 UARY 22, 2011 (Seal) 2of2 No 11-456 Civil Term IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL RETAIL PROPERTIES TRUST Vs. DOO CHUNG ENTERPRISES, INC. WRIT OF POSSESSION P.R.C.P. 3160-3165 ETC. Costs Att'y $ 51.50 Plff (s) $ Prothy $ 2.00 Sheriff $ Plaintiff (s) attorney name and address: DAVID T. MILLER MILLER & MILLER LAW FIRM LLC 950 WALNUT BOTTOM ROAD SUITE 15-209 CARLISLE, PA 17015 717-254-6916 I.D. #84433 Attorney for Plaintiff (s) Where papers may be served By virtue of this writ, on the day of . I caused the within named , to have possession of the premises described with the appurtenances, and Sworn and subscribed to before me this Day of _ , Prothonotary So Answers, Sheriff By Deputy SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff , ?[ ?rrnfirr Q`E ;LE r 1 t° t r, ' lp s V q T t? p f - Jody S Smith Chief Deputy ?- P711 1 :. '10 phl 2:,- Richard W Stewart Solicitor National Retail Properties Trust Case Number vs. 2011-456 Doo Chung Enterprises, Inc. SHERIFF'S RETURN OF SERVICE 03/09/2011 By virtue of this writ, on the 9th day of March, 2011, Sheriff Ronny R. Anderson caused the within named National Retail Properties Trust, to have possession of the premises described as 101 East King Street, Shippensburg, PA 17257. 03/09/2011 03:00 PM - Timothy Black, Deputy Sheriff, who being duly sworn according to law, states that on March 9, 2009 at 1500 hours, he served a true copy of the within writ of possession, in the above entitled action, upon the within named defendant, to wit: Doo Chung Enterprises, Inc., by making known unto Doo Chung, owner, at 101 East King Street, Shippensburg, Cumberland County, Pennsylvania 17257 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $82.05 March 10, 2011 SO ANSWERS, RON R ANDERSON, SHERIFF on R. Lantz .? • 0z) p . (16, gbl'3-!?-. A" tc; CountySuito Shenff. Teieosoft. Inc.