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HomeMy WebLinkAbout12-1772 r rl " N.) COHEN SEGLIAS PALLAS +. r GREENHALL&FURMAN,P.C. �:s = By: Steven M. Williams,Esquire Identification No: 62051 �i r.,,) silliams@cohenseglias.com 240 N.Third Street,7th Floor Harrisburg,PA 17101 (717)234-5530 Attorneys for Plaintiff • WINDSOR PARK SHOPPING IN THE COURT OF COMMON PLEAS CENTERS, LLP, by its general partner, CUMBERLAND COUNTY, HOWARD S. BROWN, PENNSYLVANIA Plaintiff v. NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. . BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants CIVIL ACTION- LAW PRAECIPE To the Prothonotary: Please enter judgment in favor of Plaintiff, Windsor Park Shopping Centers, LLP, and against Defendants, William Bohonyi and Jonanne Bohonyi,jointly and severally, in the amount of $250,000.00, plus costs and interest at the legal rate in accordance with the Stipulation for Judgment executed by the parties and attached hereto. 41(0f50 PQ c#7?a 2i aq(A3a8 )3041C2-- ktal'iPd Respectfully Sub itted, Cohen Se li,ti'Pallas g Gr- 'nhall & Furman, P.C. Date: September 26, 2013 By: teven M. Williams, PA I.D. #62051 swilliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff COHEN SEGLIAS PALLAS GREENHALL&FURMAN,P.C. By: Steven M. Williams,Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N.Third Street,7th Floor Harrisburg,PA 17101 (717)234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING IN THE COURT OF COMMON PLEAS CENTERS, LLP, by its general partner, CUMBERLAND COUNTY, HOWARD S. BROWN, PENNSYLVANIA Plaintiff v. NO. 12-1772 Civil Term DANIEL BERNSTEIN,LAURIE J. BERNSTEIN,WILLIAM BOHONYI and JOANNE BOHONYI, Defendants CIVIL ACTION-LAW STIPULATION FOR JUDGMENT AND NOW, come Plaintiff and Defendants, William Bohonyi and Joanne Bohonyi, and enter into this Stipulation for Judgment as of the ‘A day of 2013, stating and agreeing as follows: 1. Plaintiff, Windsor Park Shopping Centers, LLP, is entitled to the entry of a judgment in this case in its favor and against Defendants, William Bohonyi and Joanne Bohonyi, jointly and severally, in the amount of$250,000.00, plus costs and interest at the legal rate. 2. The parties hereby authorize the Cumberland County Prothonotary to enter judgment in this case in favor of Plaintiff, Windsor Park Shopping Centers, LLP, and against Defendants, William Bohonyi and Joanne Bohonyi, jointly and severally, in the amount of $250,000.00,plus costs and interest at the legal rate. 3. This Stipulation may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall, together, constitute one and the same instrument. If such executed counterparts have been exchanged by telecopier or email among the parties, this Stipulation shall be delivered, binding, and in full force and effect, and each such signature, no matter how delivered, and whether a copy or original shall be and constitute an original signature. The Prothonotary is hereby authorized to accept this Stipulation whether signed in originals or copies. WHEREFORE, the parties execute this Stipulation as of the date written above, intending to be legally bound. WITNESSIATTEST: WINDSOR PARK SHOPPING CENTERS LLP )6//14;, 1/1)1/k 4111 4111 .01/- . William Bohonyi Joanne Bohonyi 2261088.102112-0015 2 Defendants, William Bohonyi and Joanne Bohonyi, jointly and severally, in the amount of $250,000.00,plus costs and interest at the legal rate. 3. This Stipulation may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall, together, constitute one and the same instrument. If such executed counterparts have been exchanged by telecopier or email among the parties, this Stipulation shall be delivered, binding, and in full force and effect, and each such signature, no matter how delivered, and whether a copy or original shall be and constitute an original signature. The Prothonotary is hereby authorized to accept this Stipulation whether signed in originals or copies. WHEREFORE, the parties execute this Stipulation as of the date written above, intending to be legally bound. WITNESS/ATTEST: WINDSOR PARK SHOPPING CENTERS LLP By: „, „ / `W lliam Bohonyi Jos le Bohonyi 2261088.102112-0015 2 CERTIFICATE OF SERVICE I hereby certify that the foregoing document was sent by first class, postage prepaid mail this day to the following: Robert E. Chernicoff, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants, William Bohonyi and Joanne Bohonyi �L Date: September 26, 2013 By: - �_ , . Alison A. Zortman, egai ° ssistant 240 North Third Street, 7' loor Harrisburg,PA 17101 (717) 234-5530 Attorneys for Plaintiff 2316871.102112-0015 #1786048-v1 02101-0003 • COHEN SEGLIAS PALLAS GREENHALL& FURMAN, P.C. By: Steven M. Williams, Esquire • Identification No: 62051 silliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING : IN THE COURT OF COMMON PLEAS CENTERS, LLP, by its general partner, : CUMBERLAND COUNTY, HOWARD S. BROWN, PENNSYLVANIA Plaintiff • v. . NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. : BERNSTEIN, WILLIAM BOHONYI and : JOANNE BOHONYI, • Defendants CIVIL ACTION -LAW To: William Bohonyi and Joanne Bohonyi, c/o Robert E. Chernicoff, Esquire, 2320 North Second Street, Harrisburg PA 17110 You are hereby notified that on Q±I- aV , 2013, the following (Order) (Decree) (Judgment)has been entered agai you in the above-captioned ca e. $250,000.00, plus costs and interest. DATE: /0/43 '* Prothonotary I hereby certify that the name and address of the proper person(s) to receive this notice is: Robert E. Chernicoff, Esquire Cunningham& Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants, William Bohonyi and Joanne Bohonyi A: William Bohonyi and Joanne Bohonyi, do Robert E. Chernicoff, Esquire, 2320 North Second Street, Harrisburg PA 17110 Por este medio se le esta notificando que el de del 2013, el/la siguiente (Orden), (Decreto), (Pallo) ha sido anotado en contra suya en el caso mencionado en el epigrafe. FECHA: Prothonotario Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: Robert E. Chernicoff, Esquire Cunningham& Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants, William Bohonyi and Joanne Bohonyi s COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams. Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. C ? =rn cn - o ..? ?n 3> 3 Mw . IN THE COURT OF COMMON PLEAS . CUMBERLAND COUNTY, PENNSYLVANIA NO. /02- /77a l (e4m DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants . CIVIL ACTION - LAW NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or oth? rights important to you. 4 *)8-75 pa #q7T / 0 593 &a7as95' YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION - LAW COMPLAINT AND NOW, comes Plaintiff, Windsor Park Shopping Centers, LLP ("WPSC"), by and through its attorneys, Cohen Seglias Pallas Greenhall & Furman, P.C., and files this Complaint, stating the following: Parties and Jurisdiction 1. Plaintiff, WPSC, is a Maryland limited liability partnership, authorized to do business in Pennsylvania, whose business address is 100 Painters Mill Road, Suite 900, Owings Mills, MD 21117. WPSC's general partner is Howard S. Brown. 2. Defendants, Daniel Bernstein and Laurie J. Bernstein (the "Bernsteins"), husband and wife, are adult individuals whose current residence address is believed and therefore averred to be 2947 Robin Road, York, PA 17404. 3. Defendants, William Bohonyi and Joanne Bohonyi (the `Bohonyis"), husband and wife, are adult individuals whose current residence address is believed and therefore averred to be 1100 Tunbridge Road, Mechanicsburg, PA 17050. 4. It is believed and therefore averred that the Bernsteins and the Bohonyis were all owner-members of the Pennsylvania limited liability company VIP Fitness, LLC ("VIP") 5. Jurisdiction and venue are proper in this Court because WPSC's cause of action arose, and/or transactions and occurrences giving rise to WPSC's cause of action took place, in Cumberland County. 6. The amount in controversy in this case exceeds $50,000 as required by the Cumberland County Rules regarding compulsory arbitration. Facts Applicable to All Counts 7. Paragraphs 1 through 6 hereof are incorporated herein by reference as if fully set forth. 8. WPSC is the owner and lessor of a shopping center located on Simpson Ferry Road in Mechanicsburg, Cumberland County, Pennsylvania known as the Windsor Park Shopping Center (the "Center"). 9. On or about September 11, 2009, WPSC, as landlord and VIP, as tenant, entered into a commercial Lease Agreement (the "Lease") whereby WPSC leased to VIP, and VIP leased from WPSC, the premises in the Center known and numbered as 5260 Simpson Ferry Road (the "Premises"). A true and correct copy of the Lease is attached hereto as Exhibit A and is incorporated herein by reference. 10. At the time of the Lease signing, VIP paid a security deposit to WPSC in the amount of $16,330.88 (the "Security Deposit") 11. The term of the Lease was six years, beginning on April 1, 2010 and ending on March 31, 2016. A true and correct copy of the Agreement Confirming Lease Commencement 2 s executed by and between WPSC and VIP is attached hereto as Exhibit B and is incorporated herein by reference. 12. VIP took possession of the Premises as of September 11, 2009, which is designated in the Lease as the "Occupancy Date." 13. The date on which the Lease required that VIP begin paying the utilities for the Premises and its share of the real estate taxes, insurance and common area maintenance (collectively referred to herein as the "CAM Expenses") was the Occupancy Date. 14. The date on which VIP was required to begin making rent payments was March 10, 2010. 15. In addition to the other amounts payable by VIP, the Lease provided for a late fee on amounts not paid when due, and required VIP to pay all reasonable attorney's fees and costs of suit incurred by WPSC in connection with any default of the Lease. 16. In consideration of the Lease, and in expectation of VIP's completion of its Lease obligations, WPSC provided to VIP the sum of $61,100.00 (the "Tenant Improvement Costs") for the improvements that VIP made to the Premises. 17. In consideration of the Lease, and in expectation of VIP's completion of its Lease obligations, WPSC incurred a real estate broker's commission in the amount of $45,977.11 (the "First Commission") in connection with VIP's tenancy. 18. In or about July 2010, and without the consent of WPSC, VIP vacated the Premises. 19. Prior to vacating the Premises, VIP did not pay the amounts that, under the Lease, it was required to pay. 3 20. After vacating the Premises, VIP did not pay the amounts that, under the Lease, it was required to pay. 21. By letter dated July 1, 2010, WPSC's counsel notified VIP, the Bernsteins and the Bohonyis that VIP was in default of the Lease and demanded that the default be cured. 22. Notwithstanding WPSC's demand, neither VIP nor the Bernsteins or Bohonyis cured the Lease default. 23. Notwithstanding its efforts, WPSC was unable to re-rent the Premises for some time after VIP vacated. 24. At the time it vacated, VIP left in the Premises certain equipment that it had leased from MidPenn Bank. 25. After VIP vacated, MidPenn Bank paid WPSC a monthly fee ("MidPenn Rental Fees") for each month when the said equipment remained in the Premises. The total amount of the MidPenn Rental Fees was $8,300.00. 26. The Premises remained vacant until January 3, 2012 when a replacement tenant (the "New Tenant") took possession of the Premises. 27. Due to market conditions, and in order to re-rent the Premises, WPSC was required to give the New Tenant certain concessions in rent and CAM Expenses. 28. In connection with the rental of the Premises to the New Tenant, WPSC incurred a real estate broker's commission in the amount of $28,800.00 (the "Second Commission") 29. The Lease constituted a contract between WPSC and VIP. 30. VIP's vacating of the Premises and failure to pay the amounts owed to WPSC constituted a material breach of the Lease. 4 31. VIP's breach of the Lease has caused WPSC to incur damages in the amount of $484,164.74, which is comprised of the following items: $153,621.99 - Pre-Rerental Rent 73,277.82 - Pre-Rerental CAM Expenses 490.51 - Pre-Rerental Utilities 6,940.59 - Late Fees 83,504.72 - Post Rerental Rent Loss 38,953.31 - Post Rerental CAM Expenses Loss 45,977.11 -First Commission 61,100.00 -Tenant Improvement Costs 28,800.00 - Second Commission 16,129.57 - Pre-Rental Attorney's Fees and Costs (8,300.00) - Credit for MidPenn Rental Fees (16,330.88) - Credit for security deposit (referred to herein as WPSC's Damages"). 32. WPSC fully performed all obligations it had under the Lease. 33. On July 1, 2010, VIP filed a petition under Chapter 7 of the United States Bankruptcy Code. 34. On October 25, 2010, the Bankruptcy Trustee filed his Report of No Distribution in VIP's bankruptcy case certifying that VIP had no assets and that VIP's bankruptcy case had been fully administered. Count I WPSC v. Daniel Bernstein and Laurie J. Bernstein 35. Paragraphs 1 through 34 hereof are incorporated herein by reference as if fully set forth. 36. In connection with the Lease, and as additional consideration for WPSC entering into the Lease with VIP, the Bernsteins executed a Guaranty of Lease (the "Bernstein Guaranty"). A true and correct copy of the Bernstein Guaranty is attached hereto as Exhibit C and is incorporated herein by reference. 37. The Bernstein Guaranty states, in pertinent part: Witnesseth, that to induce the Landlord to enter into [the Lease], Guarantor hereby unconditionally and irrevocably guarantees to Landlord (1) Tenant's due and punctual payment in full (and not merely the collectability) of any and all rent, additional'rent, and other sums required to be paid by Tenant under the Lease, (2) the due and punctual performance (and not merely the enforceability) of all of Tenant's other obligations under the Lease; and (3) the due and punctual payment in full (and not merely the collectability) of any and all loss, damages or expenses (including reasonable attorney's fees and other costs of suit) incurred by Landlord and arising out of any default by the Tenant in performing any of its obligations under the Lease. 38. By virtue of the Bernstein Guaranty, the Bernstein agreed to be fully responsible for all amounts owed by VIP under the Lease to WPSC. 39. The Bernstein Guaranty constitutes a contract between WPSC and the Bernsteins. 40. Despite demand, the Bernsteins have failed to pay the amounts owed to WPSC under the Lease. 41. The Bernsteins' failure to pay said amounts constitutes a material default of the Bernstein Guaranty. 42. The Bernsteins' default of the Bernstein Guaranty has caused WPSC to incur damages in the amount of WPSC's Damages. 43. WPSC fully performed all obligations it had under the Bernstein Guaranty. 44. WPSC is entitled to recover its damages from the Bernsteins. 6 45. In addition, under the Bernstein Guaranty, WPSC is entitled to recover its reasonable attorney's fees and costs of suit incurred in connection with this action, in an amount to be proven at or after the trial of this case. 46. In addition, and pursuant to Pennsylvania law, WPSC is entitled to recover from the Bernsteins pre judgment and post judgment interest at the legal rate. 47. As of March 31, 2012, pre judgment interest in the total amount of $18,030.39 has/will have accrued. Interest will continue to accrue at the rate of $79.588723 per day from April 1, 2012 until payment by the Bernsteins. WHEREFORE, Plaintiff, Windsor Park Shopping Centers, LLP, respectfully requests that this Honorable Court grant judgment in its favor and against Defendants, Daniel Bernstein and Laurie J. Bernstein, jointly and severally, in the amount of $502,195.13, plus additional pre- judgment and post judgment interest that accrues at the rate of $79.588723 per day from April 1, 2012 until payment by Defendants, the costs of this action, reasonable attorney's fees and such other relief as this Court deems just and appropriate. Count II WPSC v. William Bohonvi and Joanne Bohonvi 48. Paragraphs 1 through 47 hereof are incorporated herein by reference as if fully set forth. 49. In connection with the Lease, and as additional consideration for WPSC entering into the Lease with VIP, the Bohonyis executed a Guaranty of Lease (the "Bohonyi Guaranty"). A true and correct copy of the Bohonyi Guaranty is attached hereto as Exhibit D and is incorporated herein by reference. 7 50. The Bohonyi Guaranty states, in pertinent part: Witnesseth, that to induce the Landlord to enter into [the Lease], Guarantor hereby unconditionally and irrevocably guarantees to Landlord (1) Tenant's due and punctual payment in full (and not merely the collectability) of any and all rent, additional rent, and other sums required to be paid by Tenant under the Lease, (2) the due and punctual performance (and not merely the enforceability) of all of Tenant's other obligations under the Lease; and (3) the due and punctual payment in full (and not merely the collectability) of any and all loss, damages or expenses (including reasonable attorney's fees and other costs of suit) incurred by Landlord and arising out of any default by the Tenant in performing any of its obligations under the Lease. 51. By virtue of the Bohonyi Guaranty, the Bohonyis agreed to be fully responsible for all amounts owed by VIP under the Lease to WPSC. 52. The Bohonyi Guaranty constitutes a contract between WPSC and the Bohonyis. 53. Despite demand, the Bohonyis have failed to pay the amounts owed to WPSC under the Lease. 54. The Bohonyis' failure to pay said amounts constitutes a material default of the Bohonyi Guaranty. 55. The Bohonyis' default of the Bohonyi Guaranty has caused WPSC to incur damages in the amount of WPSC's Damages. 56. WPSC fully performed all obligations it had under the Bohonyi Guaranty. 57. WPSC is entitled to recover its damages from the Bohonyis. 58. In addition, under the Bohonyi Guaranty, WPSC is entitled to recover its reasonable attorney's fees and costs of suit incurred in connection with this action, which amount will be proven at or after the trial of this case. 59. In addition, and pursuant to Pennsylvania law, WPSC is entitled to recover from the Bohonyis pre judgment and post judgment interest at the legal rate. 60. As of March 31, 2012, pre judgment interest in the total amount of $18,030.39 has/will have accrued. Interest will continue to accrue at the rate of $79.588723 per day from April 1, 2012 until payment by the Bohonyis. WHEREFORE, Plaintiff, Windsor Park Shopping Centers, LLP, respectfully requests that this Honorable Court grant judgment in its favor and against Defendants, William Bohonyi and Joanne Bohonyi, jointly and severally, in the amount of $502,195.13, plus additional pre- judgment and post judgment interest that accrues at the rate of $79.588723 per day from April 1, 2012 until payment by Defendants, the costs of this action, reasonable attorney's fees and such other relief as this Court deems just and appropriate. Date: 3I/ 4))2- Respectfully submitted, COHEN SEGLIA DALLAS GREENHALL & FURMAN C. By: Steven M. Williams,, PA I.D. # 62051 swilliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff 9 EXHIBIT A LEASE AGREEMENT Between WINDSOR PARK SHOPPING CENTERS. LLP Landlord And VIP FITNESS. LLC Tenant For 5260 SIMPSON FERRY ROAD MECHANICSBURG, PENNSYLVANIA 17050 Premises a&12 X/ 4) / oy Date TABLE OF CONTENTS Page 1. Annual Rent: ............................................................................................................ ............. 1 2. Payment. Late Charge, Time of Essence: ............. .................................................. ............. 1 3. Additional Rent: ....................................................................................................... ............. 2 4. Real Estate Taxes. Insurance and CAM: ................................................................. ............. 2 5. Care of Premises: ..................................................................................................... ............. 3 6. Utilities: ................................................................................................................... ............. 4 7. Use and OccWaancy :................................................................................................. ............. 4 8. Permitted Name: ...................................................................................................... ............. 5 9. Access by Landlord: ................................................................................................. ............. 5 10. Subordination: ...................................................................... ............... .................. ............. 5 It. Assignment or Subletting: ..................................................................................... . ............. 5 12. Alterations: ............................................................................................................... ............ 6 13. Increased Insurance Rate: ......................................................................................... ............ 6 14. Appearance Outside: ................................................................................................ ............ 6 15. Signs: ........................................................................................................................ ............ 6 16. DispI :...................................................................................... ................................ ............ 6 17. Layout of Building: ......................... I ........................................................................ ............ 6 18. Security Deposit :...................................................................................................... ............ 7 19. Damaee to Premises: ................................................. .............................................. ..... ... - 7 20. Waiver or Breach: ..................................................................................................... ............ 7 21. Rules and Regulations :............................................................................................. ............ 7 22. Insurance: ................................................................................................................. ............ 8 23. Indemnity: ................................................................................................................. ............ 8 24. Condemnation: ......................................................................................................... ............ 9 25. Covenant to Surrender: ............................................................................................. ............ 9 26. Quiet EW=ent :...................................................................................................... ............ 9 27. Tenant Default :......................................................................... ................................ ............ 9 28. Notice: ...................................................................................................................... .......... 10 29. Other Taxes: ............................................................................................................. ......... . 11 30. Representations: ........................................................................................................ ......... I i 31. Trial by Jury, Consent to Jurisdiction/Venue and Attorneys' Fees: .......................... ......... 11 32. Common Areas and Parking: ..................................................................................... ......... 11 33. Gender: ................................................................................................................. ..... ......... 11 34. Access by Tenant ....................................................................................................... ......... 12 35. Estoppel Certificates: ........................................................................................... .... ......... 12 36. Landlord's Liability: .................................................................................................. ......... 12 37. Possession :................................................................................................................. .........12 38. Landlord's Work: ................................................... ........ .......................................... ........ . 12 39. Hazardous Materials: ................................................................................................. ......... 13 40. Option to Renew: ....................................................................................................... ......... 13 41. Relocation :................................................................................................................. .........13 42. Miscellaneous: ........................................................................................................... ......... 13 EXHIBIT A - PREMISES EXHIBIT B - THE PLANS EXHIBIT C - RULES AND REGULATIONS EXHIBIT D-1 - GUARANTY OF LEASE EXHIBIT D-2 - GUARANTY OF LEASE J LEASE AGREEMENT This LEASE AGREEMENT ("'Lease") is made this //day of 2009 by and between WINDSOR PARK SHOPPING CENTERS, LLP, a Maryland li ited liability partnership ("Landlord"), and VIP FITNESS, LLC, a Pennsylvania limited liability company ("Tenant"). WITNESSETH: That in consideration of the mutual promises herein contained, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the space within the building located at 5260 Simpson Ferry Road, Mechanicsburg, Pennsylvania (the "Building'), containing an agreed upon amount of eleven thousand eight hundred seventy-seven (11,877) rentable square feet, said space being cross-hatched on Exhibit A attached hereto (the "Premises") for the term of six (6) years (the "Tenn), beginning on the Lease Term Commencement Date, as hereinafter defined. As used herein, the "Occupancy Date" shall be the date upon which Tenant or Tenant's contractors and/or subcontractors enter the Premises in order to commence the work described in Section 38 of this Lease. As used herein, the "Rent Commencement Date" shall be one hundred eighty (180) days after the Occupancy Date. As used herein, the "Lease Term Commencement Date" shall be the Rent Commencement Date, provided such date is the first of a month. If such date is not the first of a month, the Lease Term Commencement Date shall be the first day of the first full calendar month following the Rent Commencement Date. Notwithstanding anything herein to the contrary, unless a different time period is indicated, all of Tenant's obligations hereunder commence as of the date of this Lease. Annual Rent: Commencing on the Rent Commencement Date and continuing through the Term, Tenant shall pay Landlord basic annual rent as follows: Year Basic Annual Rent Monthly Installment Rent 1 $97,985.28 $8,165.44 2 $97,985.28 $8,165.44 3 $100,434.96 $8,369.58 4 $102,945.84 $8,578.82 5 $105,519.48 $8,793.29 6 $108,157.44 $9,013.12 The first monthly installment of basic annual rent shall be due and payable simultaneously with the execution of this Lease. If the Rent Commencement Date is other than the first day of a calendar month, the rent for the period beginning on the Rent Commencement Date and ending or, the last day of such calendar month (the "Partial Meath"), which shall be calculated at 1 /365d'of the basic annual rent per day, shall be due and payable on the Rent Commencement Date and the Partial Month shall be added to and form a part of the first Lease Year. The annual increases in basic annual rent during the initial Term and any renewal term thereof shall occur on the anniversary of the Lease Term Commencement Date. Payment. Late Charge. Time of Essence: Tenant shall pay to Landlord the basic annual rent as herein provided without offset, credit or deduction whatsoever, and without any obligation on the Landlord to make demand for it. Monthly installments of basic annual rent are due on the first day of the month of each and every 113 month throughout the term and any renewal thereof, if applicable. To any installment of basic annual rent accruing hereunder and to any other sum payable hereunder, if not paid within five (5) 0 1?)6 {v6 days of when due, shall be added a late charge of five percent (5%) of the amount overdue for each month the payment is late. Time is of the essence in this Lease. Payments of basic annual rent and other sums payable by Tenant under this Lease shall be made to Landlord at the address set forth herein for Notice. Additional Rent: Whenever, under the terms of this Lease, any sum of money is required to be paid by Tenant in addition to the basic annual rental herein reserved, whether or not such sum is herein designated as "additional rental," or provision is made for the collection of such sum as "additional rental," said sum shall, nevertheless, at Landlord's option, if not paid when due, be deemed additional rent, and shall be collectable as such. Landlord may apply any sums paid by Tenant to rent, additional rent, or any other sum due Landlord in whatever order Landlord elects. 4. Real Estate Taxes. Insurance and CAM: A. Tenant shall pay to Landlord within thirty (30) days of Landlord's notice to Tenant, as additional rent, Tenant's proportionate share of- 1 ) all taxes, assessments and other governmental charges, general and special, including assessments for public improvements or benefits, personal property taxes, and any and all other benefits or assessments which may be assessed, levied, or imposed on the Premises, the Building, the land upon which such are located, and any other improvements on such land, but excluding any income tax on the income or rent payable hereunder ("Taxes"). Any reasonable expense incurred by Landlord in contesting any Taxes shall be included as part of Taxes; and 2) all insurance premiums for property, liability and other insurance maintained by Landlord for the Building and the common areas and facilities serving the Building ("Insurance"); and 3) all costs and expenses incurred by Landlord to maintain, repair, replace, manage and administer (1) the Premises, the Building (including roof, roof membrane, walls, concrete slab, footings, foundations, and electrical, plumbing and mechanical systems), and (2) the common areas and facilities (the "Common Areas' serving the Building, including parking areas, sidewalks, driveways, lighting, landscaped areas, and other common areas and facilities, together with an annual administrative fee payable to Landlord of fifteen percent (15%) of such costs and expenses ("CAM Charges"). Notwithstandirtg the above, CAM Charges exclude the costs of initial construction of the building, debt service, advertising costs or leasing commissions, any cost recovered through insurance, condemnation proceeds or manufacturer's or contractors' warranties, rent interruption insurance or costs or expenses incurred with collections or enforcement of other leases. Such costs shall also exclude replacement costs for the building or the property, capital improvements and appreciation. Tenant's proportionate share shall be determined by dividing the rentable area of the Premises by the total rentable area within the Building (or, if any particular cost or expense covers improvements in addition to the Building, then the total rentable area within the Building and such other improvements). If this Lease shall be in effect for less than a full fiscal year for Taxes and Insurance or for less than a full calendar year for CAM Charges, Tenant shall pay a prorated share of Taxes, Insurance, or CAM Charges based upon the number of days that this Lease is in effect during such applicable year for Taxes, Insurance, or CAM Charges. B. Landlord shall have the option, upon written notice to Tenant, to collect, together with the monthly payment of basic annual rent hereunder, a monthly amount equal to one- twelfth (1/12) of Tenant's proportionate share of the estimated Taxes, Insurance and CAM Charges due for the next year so that Landlord shall have an amount sufficient to pay such Taxes, Insurance and CAM Charges when due. Landlord may from time to time change such monthly amount payable by Tenant based on Landlord's revised estimates of such Taxes, Insurance and CAM Charges which will be payable. Simultaneously with the execution of this Lease, Tenant shall pay to Landlord the sum reasonably estimated by Landlord which will be Tenant's unpaid proportionate share of those bills for Taxes, Insurance or CAM Charges next coming due and, as to which, Tenant's monthly payments towards such bills will not be sufficient to fully fund Tenant's proportionate of such bills when such bills are due to be paid by Landlord. Appropriate adjustments shall be made between -2- 904 05 Landlord and Tenant upon the determination by Landlord of the actual amount of such Taxes, Insurance and CAM Charges. C. Upon ten (10) days advance written notice received by Landlord no later than thirty (30) days after Tenant is given written notice by Landlord of its adjustment of Taxes, Insurance or CAM Charges, Tenant may inspect Landlord's books and records pertaining to such costs for the immediately preceding year (fiscal or calendar whichever is applicable) at a location and date reasonably acceptable to Landlord but no later than ninety (90) days after such adjustment notice is sent. Tenant shall have no additional right to inspect Landlord's books and records unless specifically stated otherwise in this Lease. D. The first "Lease Year" shall be the fast twelve (12) full calendar months of the Term and subsequent Lease Years shall be the subsequent twelve (12) month periods. 5. Care of Premises: A. Tenant shall operate, maintain, repair (including necessary replacements) the Premises, together with all fixtures, and appurtenances, including exterior doors and windows, window frames, hardware and the like, and meters, electrical, plumbing, heating and air conditioning system and equipment (including those located on the exterior of the systems and Premises, but which exclusively serve the Premises), in good order, condition and repair throughout the Term. Tenant shall suffer or permit no waste or injury to the Premises. Landlord shall assign to Tenant, for the benefit of the Tenant, to the extent they are assignable, any warranties on such equipment furnished Landlord by the seller and/or provider thereof. Tenant, at its sole cost and expense, shall. procure and maintain contract(s) with a reputable pest control company for all necessary preventative and extermination services. Landlord shall have the right to require Tenant to increase the level of service or to require Tenant to engage a new pest control company if Landlord deems it necessary. B. Tenant shall comply with all laws, orders, and regulations of the Federal, State, County and other governmental or regulatory authorities (including but not limited to all health department rules and regulations and any applicable laws and regulations with respect to the laser treatment use at the Premises), or any of their departments, regarding Tenant's use and occupancy of the Premises and Tenant will not, through its own act or neglect, cause any situation to exist in or about the Premises which would constitute a violation of any applicable Federal, State, County, or other governmental or regulatory law or regulation governing the use, occupancy, health, sanitation, or fire with respect to the Premises. C. Tenant shall repair at or before the end of the Term, or sooner if so requested by the Landlord, all damage caused by the installation or removal of furniture or other property, and will surrender the Premises at the end of the Term broom cleaned in as good condition as they were at the beginning of the Term, ordinary wear and tear and damage by fire or other casualty excepted. D. Landlord shall not be liable to Tenant for any discontinuance of electric, heat, air conditioning, hot water, or other utility service to the Premises or Building unless directly due to the negligence of Landlord or Landlord's agents, employees or contractors. Landlord shall not be liable for any loss or damage to Tenant caused by rain, snow, water or storms that may leak into or flow from any part of the Premises through the roof or plumbing or from any other source unless directly due to the negligence of Landlord or Landlord's agents, employees or contractors. E. Landlord shall maintain in good order, condition, and repair the structure of the Building, the roof of the Building (including roof, roof membrane, walls, concrete slab, footings, foundations and electrical and plumbing to the point of demarcation to the Premises) and the Common Areas serving the Premises and the Building. F. Tenant shall not place a load upon any floor of the Premises that exceeds the lesser of (i) floor load per square foot which such floor was designed to bear, or (ii) the maximum floor load per square foot allowed by law. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants and occupants of the Building. 0. Tenant shall provide reasonable access to Landlord for the making by Landlord, or its agents or contractors, of any repairs, additions, alterations or improvements in or to the Premises, the suites within the Building, and/or the Building, or in or to the fixtures, appurtenances or equipment thereof. There shall be no allowance to Tenant for any diminution of? -3- ? ?? Jv rental value and no liability on the part of the Landlord by reason of inconvenience, annoyance or injury to business arising from such activities of Landlord, its agents or contractors. Tenant shall, at Tenant's cost, procure and maintain service / maintenance contracts / policies (the "Contracts'), the issuers and contents of which shall be reasonably satisfactory to Landlord, in force throughout the Term (including any renewal term) for the heating, ventilation and air conditioning systems serving the Premises, in order that those systems and their components will be kept in good working order and condition. Copies of the Contracts will be furnished to Landlord as appropriate, throughout the Term (including renewal term). If Tenant has failed to submit proof to Landlord that the Contracts required hereby are in force, at any time, Landlord may (but shall not be required to) procure the appropriate Contracts for Tenant, and the cost thereof shall be additional rent due by Tenant to Landlord and shall be due and payable by Tenant to Landlord within ten (10) days after Landlord sends Tenant documentation thereof. Whether or not such Contracts are in force, Tenant shall be responsible for the cost of all needed repairs and/or replacements to each and every component of each and every said system. 6. Utilities: A. Commencing upon the Occupancy Date, Tenant shall, at its own cost and expense, pay all charges when due for water, gas, electricity, metropolitan district charges (sewer) and any other utility charges incurred in the use of or consumed at the Premises. Landlord has already or shall, at Landlord's cost and expense, install separate electric, gas (if applicable) or water (if applicable) meters or sub-meters for the Premises. B. Landlord shall have the option, upon written notice to Tenant, to collect, together with the monthly payment of basic annual rent hereunder, an estimate equivalent to a monthly amount equal to one-twelfth (I /12) of Tenant's annual utility charges for those utilities that Tenant does not pay directly to the utility provider, which are due for the next period so that Landlord shall have an amount sufficient to pay Tenant's annual utility charges when due. Landlord may from time to time change such monthly amount payable by Tenant based on Landlord's revised estimates of such annual utility charges which will be payable. Simultaneously with the execution of this Lease, Tenant shall pay to Landlord the sum reasonably estimated by Landlord which will be Tenant's unpaid share of those annual utility charges next coming due and, as to which, Tenant's monthly payments towards such bills will not be sufficient to fully fund Tenant's obligation for such bills when such bills are due to be paid by Landlord. Appropriate adjustments shall be made between Landlord and Tenant upon the determination by Landlord of the actual amount of Tenant's annual utility charges. Use and Occupancv: The Premises shall be used exclusively for a physical fitness club with no more than one thousand five hundred (1,500) memberships, and only the following ancillary uses: (a) personal fitness training, (b) the retail sale of "American Whey" chocolate, vanilla, and strawberry protein shakes only, and no other items, (c) the retail sale of athletic shirts, and (d) non-invasive, non- medical cosmetic laser treatments, and for no other purpose without Landlord's prior written approval. Uses (a) and (b) shall be performed only by fully trained and licensed professionals and in accordance with all applicable laws and regulations. Tenant shall submit to Landlord, simultaneously with its execution hereof, the required licenses of the individuals performing such services and shall, throughout the term of this Lease, forward to Landlord copies of all such license renewals. Notwithstanding anything herein to the contrary, the area of the Premises devoted to the uses set forth in the foregoing (b), (c), and (d) may not exceed a total of six hundred (600) square feet for all three such uses (e.g. may not exceed a total of two hundred (200) square feet for each of the three (3) uses). Tenant shall not use, or otherwise allow the use of, the Premises for any unlawful purpose. Tenant shall not conduct, or permit to be conducted, on the Premises any business in violation of any Federal, State or local law, ordinance or regulation. Additionally, Tenant shall ensure that the Premises do not emit any noise, and/or odors that are offensive, or disturb, interfere, or potentially interfere with the business operations of other tenants or patrons in the Building or the center in which the Premises are located. Tenant's failure to abide by the foregoing shall be a material breach of the Lease and notwithstanding anything in the Lease to the contrary, if Tenant fails within two (2) days of Landlord's notice of the same to comply with such requirements, then Landlord may immediately terminate the Lease or undertake a cure of such matters, all at Tenant's sole cost and expense, which shall be paid by Tenant to Landlord upon demand. Permitted Name: Tenant shall conduct business on the Premises only in the name of Tenant or its affiliates and under no other name or trade name unless and until the use of some other name is pre-approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Access by Landlord: Landlord shall retain duplicate keys to all of the doors of the Premises, and Landlord or its agents shall have access to the Premises at all reasonable hours with prior notice in order to inspect same, to clean or to make necessary repairs, tenant improvements or building improvements within the Premises or the Building with reasonable prior notice to Tenant unless a bona fide emergency situation exists in which event no notice is required. Tenant shall reasonably cooperate with Landlord and Landlord's activities within the Premises pursuant to this Section and Landlord shall use reasonable efforts to minimize any material and adverse interference with Tenant's use of the Premises. Landlord shall have the right to show the Premises to prospective tenants at any time during the final six (6) months of the Terre (including placing FOR LEASE signs in a window of the Premises) or any extension or renewal thereof, providing it does not materially adversely interfere with Tenant's use of the Premises. 10. Subordination: This Lease shall be subject to and subordinate at all times only to the lien of any first mortgage and/or deed of trust on the Building and to all advances made or hereafter to be made thereunder. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Upon written request from Tenant and after the full execution delivery of this Lease, Landlord shall use commercially reasonable efforts to provide to Tenant a Subordination, Attomment and Non-Disturbance Agreement from Landlord's lender recognizing Tenant's rights under this Lease in a form reasonably acceptable to Landlord, Tenant and said lender. IL Assignment or Subletting: Tenant shall not assign, mortgage or encumber this Lease, nor sublet the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, condition or delayed subject to the satisfaction of the following conditions: (a) the net tangible assets of the assignee, business, sublessee or other transferee or permittee (collectively "transferee) shall be sufficient to perform the obligations of Tenant under this Lease; (b) the identity and reputation of the transferee and its business shall be compatible with other tenants and uses in the Building; (c) such transferee shall assume in writing, in a form acceptable to Landlord, all of Tenant's obligations hereunder and Tenant shall provide Landlord with a copy of such assumption/transfer document; (d) Tenant to which the Premises were initially leased shall continue to remain liable under this Lease for the performance of all terms, including, but not limited to, payment of rental due under this Lease; (e) Tenant's guarantor, if any, shall continue to remain liable under the terms of the Guaranty ofthis Lease and, if Landlord deems it necessary, such guarantor shall execute such documents necessary to insure the continuation of its guaranty; and (f) Landlord shall receive upon execution of its consent any due but unpaid rent or additional rent, and an amount equal to fifty percent (50%) of any and all rent paid or agreed to be paid directly or indirectly, to Tenant in excess of the annual fixed rental payable by Tenant under this Lease. Tenant shall have the right, without landlord's consent, but with prior written notice to Landlord, to assign the lease or sublet all of any portion of the Premises to a parent, subsidiary, affiliate, or successor entity of Tenant; provided however, that Tenant shall continue to remain liable under this lease for the performance of all terns, including, but not limited to, payment of rental due under this Lease. If Landlord at any time consents in writing to any assignment or sublease as defined in and prohibited by this Section, in addition to any other consideration that may pass between the parties in connection therewith, Tenant and any such assignee or sublessee shall be deemed to have covenanted not to make any further assignment or sublease contrary to the provisions of this Section, and such covenant shall be deemed to have been made as of the date of such consent and shall take effect prospectively from the date thereof. Should Tenant assign this Lease in accordance with this section, Tenant shall pay, as additional rent, a processing fee to Landlord of Five Hundred Dollars ($500.00). In the event of the insolvency or bankruptcy of Tenant, this Lease shall, at the option of the Landlord, terminate forthwith, and this Lease shall not, by operation of law or otherwise, be considered a part of the Tenant's estate. >?? -5- 91 12. Alterations: 'T'enant shall not make or permit any alterations, additions or improvements to the Premises which affect the structural, mechanical, electrical, plumbing, or the aesthetic (i.e. visible from the exterior of the Premises) systems or integrity of the Building without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and all additions and improvements made by Tenant shall be performed and completed in a good and workmanlike manner in accordance with all applicable laws and legal requirements, free of liens or claims of liens, and, except only as to moveable office furniture, and equipment, shall become the property of the Landlord at the termination of this Lease or the vacating of this Premises. At Landlord's request made at the time the consent is given to said alterations or improvements, all alterations and improvements made to the Premises shall be restored to their original condition by Tenant at Tenant's expense at the termination of this Lease. 13. Increased Insurance Rate: Tenant shall not do, suffer to be done or keep or suffer to be kept anything in, upon or about the Premises which will contravene Landlord's property or liability insurance policies with respect to the Building or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything is done, omitted to be done or suffered to be done by Tenant or kept or allowed by Tenant to be kept in, upon or about the Premises that shall cause the rate of property or other insurance in companies reasonably acceptable to Landlord (i.e. rated B+ or greater by A.M. Best) to be increased beyond the minimum rate from time to time applicable to the Building for use for the purposes permitted under this Lease, Tenant shall pay, as additional rent, the amount of such increase promptly upon Landlord's demand and presentation of reasonable documentation of such increase. Landlord represents that Tenant's permitted use set forth in the Lease does not by itself increase said insurance rates. 14. Appearance Outside: Tenant shall maintain its windows in a neat and clean condition, shall keep the sidewalks adjoining the Demised Premises clean and free from rubbish, and shall store all trash and garbage in the dumpsters provided by Tenant. Tenant shall not burn any trash of any kind in or about the Building, nor shall Tenant permit rubbish, refuse or garbage to accumulate or fire hazard to exist about the Demised Premises. 15. Siggs: Tenant shall not display any sign, picture, advertisement, awning, merchandise, or notice on the outside or roof of the Building, nor on the exterior of the Premises or on the interior of any window at the Premises, unless approved by the Landlord in writing. Any such sign shall be in conformity, as to size, style and location, with the signage scheme established by Landlord for the Building. Tenant shall, within a reasonable time, submit to Landlord, for Landlord's approval, a sketch of the sign. Tenant shall have right to correct the style or size of the sign or lettering thereon, providing same conform with the scheme mentioned above, but the corrections shall be only with respect to the spelling of the names to be displayed thereon. Landlord, at Tenant's cost, requires Tenant to place signage on the exterior of the building, in accordance with the approved signage scheme, prior to occupancy of the Premises. Tenant will be responsible for the cost of removal of its sign at the termination of Lease and for the cost of repair of all damage caused to the building by such removal. 16. Disnlav: Tenant shall not display any merchandise, place vending machines, equipment or other obstructions on the exterior of the Building or the Premises, or in any lobby or passageway adjoining the same. 17. Layout of Building: Landlord reserves the right at any time and from time to time to (a) relocate buildings, parldng areas, signs, benches, trash cans and other common areas and facilities on the property on which the Building is located, (b) to make alterations or additions to the Building and to build additions adjoining the same or elsewhere in the Building, (c) to construct other buildings or improvements in the area of the Building and to make alterations thereof or additions thereto and to build additional stories on the Building or other buildings provided said changes do not materially and adversely affect Tenant's use of the Premises. is. Security Deposit: Concurrently with the execution and delivery of this Lease, Tenant has deposited with Landlord the sum (the "Deposit's equal to the first two (2) month's rent due hereunder, receipt of which is hereby acknowledged. The Deposit shall be held by Landlord, without liability for interest, as security for the performance by Tenant of all of the terns, covenants, and conditions of this Lease by Tenant to be kept and performed during the Term hereof. If at any time during the Term any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at the option of Landlord (but Landlord shall not be required to), appropriate and apply any portion of the Deposit to the payment of such overdue rent or other sum. Should the entire Deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, promptly remit to Landlord a sufficient amount in cash to restore the Deposit to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Provided Tenant has complied with all of the terms, covenants, and conditions and has paid all of the rental herein provided for as it becomes due and all other sums payable by Tenant, then, within sixty (60) days following the end of the Term of this Lease or the earlier termination of this Lease, the Deposit shall be returned to Tenant without interest. Landlord may deliver the Deposit to the purchaser of Landlord's interest in the Building, in the event that such interest is sold and thereupon Landlord shall be discharged from any further liability with respect to the Deposit provided said purchaser assumes Landlord's obligations regarding the Deposit. 19. Damage to Premises: If the Premises are partially damaged by fire or other casualty, Landlord shall repair and restore the damaged portion of the Premises as promptly as is commercially feasible. If the damage is to such an extent as to render the Premises wholly unfit for occupancy, the rent payable hereunder shall cease as of the date of the casualty and shall be abated until the Premises are repaired and restored by Landlord. In the event of total destruction of the Building, or if in the reasonable judgment of Landlord the damage to the Premises cannot be repaired within one hundred twenty (I20) days after the date of the casualty, or if the Landlord shall decide not to restore or repair the same, or shall decide to demolish the Building, then either Landlord or Tenant may, within sixty (60) days after such fine or other casualty, by written notice to the other party, terminate this Lease. In the event the Premises are only partially damaged and fit for occupancy, Tenant shall continue to pay rent, which rent shall be equitably adjusted based upon the areas of the Premises which remain unfit for occupancy. In no event shall Landlord be liable for any loss or damage sustained by Tenant by reason of fire or other casualty. In the event more than fifty percent (50%) of the Building is destroyed and the Premises are substantially unfit for occupancy, the Tenant or the Landlord may terminate this Lease upon thirty (30) days prior written notice to the other party and rent shall cease as of the date of the casualty. 20. Waiver or Breach: No waiver of any breach of the covenants, provisions or conditions contained in this Lease shall be construed as a waiver of the covenant itself or any subsequent breach itself; and ifany breach shall occur and afterwards be compromised, settled or adjusted, this Lease shall continue in full force and effect as if no breach had occurred. 21. Rules and Regulations: Tenant shall comply with all Rules and Regulations set forth in Exhibit C attached hereto which rules and regulations are hereby made a part of this Agreement. Any violation of said rules shall be a default under this Lease. Landlord shall have the right to make additions and amendments to the Rules and Regulations, which shall be as binding on Tenant as if set forth herein, provided such additions and amendments do not materially and adversely affect Tenant's use of the Premises, do not increase Tenant's basic annual rental obligations, are not inconsistent with the terms of this Lease, Tenant receives written notification of such changes, and said rules and regulation are consistently applied to all tenants in the Building. 1/-15$ Ale 22. Insurance: A. Tenant agrees to obtain and maintain in force (a) commercial general insurance, including contractual liability insurance coverage, covering Tenant's operations within the Premises, with a company or companies acceptable to Landlord, which policies shall be written to protect Tenant and Landlord with combined single limits of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury or property damage, and (b) all risk property insurance upon Tenant's leasehold improvements within the Premises, Causes of Loss - Special Form, in an amount equal to full replacement cost. Tenant shall furnish to Landlord certificates of the issuance and maintenance of such policies of insurance, all of which shall be paid for by Tenant. Landlord and David S. Brown Enterprises, LTD, Landlord's management agent, shall be named as additional insured's. In addition, Tenant shall provide Landlord with endorsements to the policies adding Landlord as an additional insured and Tenant shall forward copies of such endorsements to Landlord immediately upon the receipt of said endorsements from its insurance carrier. Evidence of insurance required hereunder shall be provided by way of company issued certificates to be delivered prior to occupancy of Premises and prior to insurance renewal anniversary. Each certificate shall also provide for thirty (30) days advance notice in the event of cancellation or non-renewal. Tenant's contractors and subcontractors shall be required to maintain the above-referenced insurance as well and meet the other requirements of this Section and shall submit to Landlord certificates of insurance evidencing same prior to any entry onto the Premises. B. Landlord and Tenant shall cause the insurance policy carried by each such parry insuring the Premises and/or its fixtures and contents against loss by fire or other casualties to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant in connection with any loss or damage covered by any such policies. Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income, or losses under workers' compensation laws and benefits, even though such loss or damage may have been caused by, or occurs through, or as result of, any acts, omissions, or negligence of such parry, or its agents or employees, if any such loss or damage is covered by insurance benefitting the party suffering such loss or damage or was required to be covered by insurance pursuant to this Lease. If the release of either Landlord or Tenant, as set forth herein, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed secondary to the liability of the other patty's insurer. 23. Indemnitv: Tenant shall defend, indemnify and save harmless Landlord from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees) in connection with loss of life, personal injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, upon or at the Premises, the Building, or the Common Areas, orthe occupancy or use by Tenant of the Premises, the Building, or the Common Areas or any part thereof, to the extent occasioned, wholly or in part, by the negligent acts or omissions or willful misconduct of Tenant, its agents, contractors, or employees, or any breach by Tenant of any term, covenant or condition of this Lease to be performed or observed by Tenant; or as caused by Tenant's failure to comply with any law or licensing requirement, or any act or omission with respect to laser treatments performed in the Premises. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless (including, without limitation, posting bond or establishing an escrow in the amount of any monetary claim in order to have Landlord removed from the litigation) and shall pay all costs, expenses and reasonable attorneys' fees incurred by Landlord in connection with such litigation. Landlord shall defend, indemnify and save harmless Tenant from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees) in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in or upon the Common Areas to the extent occasioned, wholly or in part, by the grossly negligent acts or omissions of Landlord, its agents, contractors or employees. Except as expressly provided otherwise in this Lease and to the maximum extent permitted by law, Tenant agrees to use and occupy the Premises, and to use the Building and the Common Areas, at Tenant's sole risk. n i-> 8 \`? /` W? 24. Condemnation: In the event the whole or any part of the Premises, the Building or its common areas, shall be taken under the power of eminent domain, or sold under threat thereof, or taken in any manner for public or putative public use, Landlord, at its option, may terminate this Lease, which Lease shall then terminate on the effective date of the condemnation or sale. The compensation awarded or paid for such taking, both as to Landlord's reversionary interest and Tenant's interest under this Lease, shall belong to and be the sole property of Landlord. Tenant shall have no claim against the Landlord or be entitled to any award or damages other than an abatement of the rent beyond the period of termination date and compensation paid to Tenant solely for moving expenses and/or cost of removal of stock and/or trade fixtures, if allowable by the condemnor. 25. Covenant to Surrender: This Lease and the tenancy hereby created shall cease and terminate at the end of the Term hereof, without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of all laws respecting summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice was given, provided, however, that this Lease and the tenancy hereby created shall not so cease and terminate at the end of the Term if the Tenant shall have been granted an option or options to renew and shall have exercised said option or options in accordance with the terms thereof and shall be entitled to remain in possession under said option and/or options. In said event, this Lease and the tenancy hereby created shall cease and terminate at the end of the last option period exercised under the terns of this Lease without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of all laws respecting summary recovery of possession of the Premises from the tenant holding over to the same extent as if statutory notice were given. If Tenant shall occupy the Premises after such expiration or termination of the Term, it is agreed that Tenant shall hold the Premises as a tenant from month to month, subject to all the other terms and conditions of this Lease, at an amount equal to double the highest monthly rental installment reserved in this Lease. 26. Quiet Enjoyment: Landlord covenants that, upon the payment of the rent herein provided, and the performance by the Tenant of all covenants herein, Tenant shall have and hold the premises, free from any interference from the Landlord, subject to the terms and conditions of this Lease. 27. Tenant Default: A. Abatement of Tenant's Defaults. If Tenant fails to maintain any insurance required to be maintained by it under this Lease, or fails to furnish evidence of insurance renewals at the times in this Lease required, or allows such insurance to lapse or be canceled, Landlord may obtain such insurance for Tenant without notice. If Tenant defaults in the performance or observation of any term, covenant or condition to be performed or observed by it under this Lease (including, without limitation, allowing any situation to exist in or about the Premises which constitutes a violation of applicable law, regardless of whether Tenant has received notice of such violation from any governmental authority), and such default continues for more than five (5) days after written notice thereof, Landlord may take action to rectify such default on Tenant's behalf, and Landlord may rectify such default on Tenant's behalf immediately and without such notice if immediate action is reasonably believed to be required in order to avoid injury or damage to other persons or property (including Landlord's property). Landlord may enter the Premises to rectify such defaults. All money advanced and costs and expenses incurred by Landlord in rectifying any default (including Landlord's reasonable legal fees) together with interest thereon at the rate of fifteen percent (15%) per annum from the date advanced until the date paid by Tenant, shall be repaid by Tenant to Landlord on demand. Landlord shall, however, have the right at any time to charge that rate of interest which is the prune rate if prime rate shall be higher than fifteen percent (15%). B. Termination and/or Reletting for Default, Liquidated Damages: If Tenant defaults in the payment of rent or additional rent payable under this Lease, and such default continues for more than five (5) days after written notice thereof, or if Tenant defaults in the performance or observance of any term, covenant or condition to be performed by it (116 -9- 4 6 WX hereunder which may be performed merely by the payment of money and such default is not rectified within five (5) days after written notice thereof, or if Tenant shall allow any insurance policy required to be tamed by it hereunder to lapse or to be canceled and does not cause such insurance to be replaced and famished Landlord with evidence of such replacement within five (5) days after written notice of such lapse or cancellation from Landlord, its mortgagee, or the insurer; or if Tenant defaults in the performance or observance of any other tern, covenant or condition of this Lease on its part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof, or if Tenant vacates or abandons the Premises; or if any guarantor of this lease breaches any covenant of its Guaranty agreement; then, in any of such events, Landlord may, at its option, (i) terminate this Lease and re-enter the Premises without application to or process of law and without liability for any entry by force; or (ii) re- enter the Premises in the aforesaid manner without terminating this Lease, and assume custody and control thereof for the purpose of protecting the Premises and/or for reletting the Premises as agent for Tenant, if Landlord elects to relet, and such agency shall be deemed as a power coupled with an interest and shall be irrevocable; and in either such event Landlord shall be entitled to the benefit of all provisions of the public general laws of the Commonwealth of Pennsylvania and the public local laws and ordinances of the locality in which the Premises is located respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding the foregoing: 1) Tenant shall remain liable for any rent and damages which may be due or sustained prior thereto, and shall pay Landlord for all costs and expenses, including but not limited to, attorney's and brokers' fees and expenses, paid or incurred by Landlord in connection with: (1) obtaining possession of the Premises; (2) removal and storage of Tenant's or other occupant's property; (3) care, maintenance and repair of the Premises while vacant; (4) reletting the whole or any part of the Premises; and (5) repairing, altering, renovating, partitioning, enlarging, remodeling, or otherwise putting the Premises, either separately or as part of larger Premises, into condition acceptable to, and reasonably necessary to obtain new tenants, without regard to or set off on account of any rentals from subsequent tenants received or contracted for. 2) In the event this Lease is terminated pursuant to clause B(i) above, Tenant shall further be liable to Landlord for liquidated damages to be calculated and payable in one of the two following methods, which may be designated by Landlord at any time within two (2) years after termination: (1) a lump sum payment in an amount equal to the difference between the annual rent and additional rent payable for the balance of the term, and the fair rental value of the Premises for the balance of the term (as reasonably determined by Landlord); provided, however, that if Landlord relets the Premises for all or a part of the balance of the term, then Landlord, may, at its option, designate the monthly fair rental value of the Premises for the balance of the term as being equal to the average monthly rent payable by the new tenant; or (2) the monthly rent and additional rent payable by Tenant hereunder, which shall be payable when due, less the rent, if any, received by Landlord from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in its sole discretion, shall deem proper. Pending a final election between (1) and (2) above, Landlord may collect rent under (2) without prejudice to its option to make a final election within the period specified herein. C. Tenant waives all statutory, legal and/or equitable rights to redeem this Lease after a default by Tenant which is not cured within any applicable cure period. D. The exercise by Landlord of any one or more of said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be cumulative and may be exercised simultaneously. 28. Notice: All notices from Tenant to Landlord shall be sent by Registered or Certified Mail, Return Receipt Requested, by telecopier (with a successfW transmission receipt) hand delivery, by or by nationally recognized overnight delivery service and addressed to Landlord at 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117, Attention: General Counsel, Telecopier: (410) 581-2525. Prior to occupancy, all notices to Tenant shall be sent to: Daniel and Laurie Bernstein 2947 Robin Road York, Pennsylvania 17404. -l0- fi„ ? After occupancy of the Premises, all notices from Landlord to Tenant shall be sent by Registered or Certified Mail, Return Receipt Requested, by hand delivery, by telecopier, or by nationally recognized overnight delivery service and addressed to Tenant at the Premises. Tenant's telecopier number is: Either party may from time to time designate, in writing by Notice, a substitute address, and thereafter all notices shall be sent to such substitute address. 29. Other Takes: Tenant shall assume and pay to Landlord, as additional rent, prior to the imposition of any fine, penalty, interest or costs for the non-payment thereof, all excise, sales, gross receipts, or other tax (other than a net income or excess profits tax) which may be (i) assessed or imposed on or be measured by such rent or other charge which may be treated as rent, or (ii) which may be imposed on the letting or other transaction for which such tax is payable and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted by any governmental authority. In the event any tax is imposed pursuant to this Section in place of the real property tax, then Tenant shall receive credit for an amount equal to its proportionate share of Taxes which would have been paid pursuant to Section 4 hereof. 30. Roresentationc: Landlord or Landlord's agents have made no representations or promises with respect to the Building or the Premises except as herein expressly set forth. 31. Trial by Jurv , Consent to JurisdictionNenue and Attorneys' Fees: In any action, proceeding or counter claim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, and/or Tenant's use or occupancy of the Premises, Landlord and Tenant (a) waive trial by jury, (b) consent to the jurisdiction and venue of the State courts in the County where the Premises are located and the federal courts of the Commonwealth of Pennsylvania, (c) agree that the prevailing party, as determined by the court, shall be entitled to recover its reasonable attorneys' fees and other costs of suit. 32. Common Areas and Parkin: During the Term of this Lease, Tenant, its employees and customers will be entitled to the non-exclusive use, free of charge, but in common with others, of the Common Areas, including the driveways, sidewalks, and parking areas serving the Building and Windsor Park Shopping Center, provided that such use shall be subject to such rules and regulations as Landlord may, from time to time, prescribe governing the same. Landlord shall at all times have full and exclusive control, management and direction of the Common Areas and Landlord reserves the right, in its sole discretion, from time to time, to improve, expend funds with respect to, change, rearrange, alter, modify, replace or supplement any or all of the Common Areas for the purpose of maintaining and operating a first class Building; provided, however, that reasonably adequate areas and facilities in common are made available to the tenants of the Building and Tenant's use of the Premises as permitted under this Lease is not materially and adversely affected. Landlord shall have the right to police the Common Areas; to restrict parking of and to Tenant and its customers; to designate employee, Tenant, and/or customer parking areas; to close temporarily all or any portion of the parking areas or facilities as may be required for proper maintenance and/or repairs; to discourage non-customer parking; and to do and perform such other acts in and to such areas which Landlord shall determine to be advisable in order to maintain and operate the Building as a first class facility and to improve or make more convenient the use of the Building and the Common Areas by the tenants of the Building and Windsor Park Shopping Center, their employees and customers. 33. ender: Reference to masculine, feminine or neuter shall include proper gender as the case may be. If more than one Tenant is named herein, the obligations of the person so named shall be joint and several. ?B 34. Access by Tenant: Prior to the Occupancy Date, Landlord shall allow the Tenant and its agents or employees to enter upon the Premises with prior notice and approval of Landlord for the purpose of installing their computers and telephones and other fixtures and improvements not to be performed by Landlord, provided (a) Tenant provides Landlord with evidence of all insurance required to be maintained by Tenant under this Lease, and (b) Tenant and its agents or employees shall enter the Premises and perform its work at such times and in a manner which will not interfere with the work being performed by Landlord. All work performed by Tenant or on its behalf shall be performed and completed in a good and workmanlike manner in accordance with all laws and other legal requirements free of hens or claims of liens. The entry upon the premises by the Tenant or their agents or employees pursuant to this Paragraph shall not be deemed to be occupancy of the Premises. 35. Estoppel Certificates: Tenant agrees that at any time, and from time to time, upon not less than five (5) days prior written notice by Landlord, it will execute, acknowledge, and deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), (b) the dates to which the rent and other charges have been paid in advance, if any, and (c) whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered hereunder may be relied upon by any third party not a party to this Lease, and (d) such other matters regarding this Lease and the obligations of the panties hereto as may be reasonably requested. 36. Landlord's Liability: In any action brought to enforce the obligations or liabilities of Landlord under this Lease, any judgment or decree shall be enforceable against Landlord only to the extent ofLandlord's interest in the Premises, and no such judgment or decree shall be the basis of execution on, or be a lien on, any other assets whatsoever of Landlord other than Landlord's interest in the Premises. 37. Possession: Notwithstanding the date the Premises are ready for occupancy or any delay therein, this Lease shall nevertheless continue in full force and effect and Tenant shall have no right to rescind, cancel or terminate the same, nor shall the Landlord be liable for damages, if any, sustained by Tenant's inability to obtain possession on such date, and the commencement date shall be deferred to the date on which possession is made available. 38. Landlord's Work: Landlord shall deliver, and Tenant shall accept, the Premises in "AS IS" condition. Within twenty (20) days after the date of this Lease, Tenant shall submit for Landlord's review and approval, detailed plans and specifications (the "Plans") for the Tenant's initial alterations to the Premises to be performed at Tenant's sole risk, cost, and expense (except for Landlord's Contribution; as defined herein and as applicable). The Plans shall also show the area of the Premises to be used those uses described in Section 7 (b)-(d) above. The Plans shall be sent c/o David S. Brown Enterprises, Ltd., 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117, Attention: Kenneth Bernstein. The Plans shall include, but not be limited to, a detailed description of all materials to be used, method of installation, and all mechanical, electrical, and plumbing specifications, and all contractors and subcontractors to be employed. Landlord shall comment upon or approve the Plans (including Landlord's right to approve the contractors and subcontractors to be employed by Tenant) within ten (10) business days of receipt thereof. Tenant shall send Landlord a reminder notice in the event Landlord has not responded in such 10-day period and Landlord shall have five (5) business days after receipt of such reminder notice to comment upon or approve the Plans. Tenant shall revise the Plans and resubmit the Plans to Landlord for review and approval within five (5) business days of any comments from Landlord regarding same. This process shall continue until the Plans are finally approved by Landlord. The Plans, as finally approved shall be attached to this Lease as Exhibit B and thereby made a part of this Lease. Upon n Landlord's final approval of the Plans, Tenant shall have the right, if in accordance with and as shown on the Landlord-approved Plans, at its sole cost and expense, to construct such initial alterations, all in accordance with the applicable provisions of this Lease. Notwithstanding the, -12- _ W/z foregoing, Landlord shall contribute up to Six Thousand One Hundred Dollars ($6,100.00) toward the Tenant's cost to modify the demising wall within the Premises to meet applicable code requirements. Such $6,100.00 contribution shall be made in the form of a rent credit to be made by Landlord under the same terms and conditions as set forth in A-E below of this Section 38. Landlord may elect to perform the electrical and mechanical work reflected on the Plans and Tenant shall reimburse Landlord, upon invoicing for all Landlord's cost over Fifty-Five Thousand Dollars ($55,000.00) and in no event shall Tenant be entitled to the difference between the actual cost of the work and $55,000.00. In the alternative, Tenant shall perform such electrical and mechanical work and Landlord shall contribute up to Fifty-Five Thousand Dollars ($55,000.00) ("Landlord's Contribution") toward the cost of such electrical and mechanical work, which Landlord's Contribution shall be payable in accordance with the further provisions hereof. Provided there is no default by Tenant under this Lease, Landlord's Contribution shall be paid within thirty (30) days after the last of the following occurs: A. Tenant or its general contractor certifies in writing to Landlord, and Landlord approves such certification, that one hundred percent (100%) of the work pursuant to the Plans is completed; B. Tenant submits to Landlord copies of all paid invoices evidencing Tenant's actual construction costs pertaining to such work; C. Tenant provides Landlord with appropriate releases of liens, in form and substance satisfactory to Landlord, executed by all supplier, materialmen, contractors, and subcontractors; and Tenant or its general contractor provides Landlord with an affidavit listing the names of all materialmen, contractors, and subcontractors and affirming that all have been paid in full for labor, services, goods, and materials provided or supplied to the Premises as of the date of the affidavit; D. Tenant provides Landlord with a copy of Tenant's certificate of occupancy and/or such other document that may be required by the applicable governmental agency in order for Tenant to operate in the Premises; and this Lease. E. Tenant actually opens for business to the general public in compliance with 39. Hazardous Materials: Tenant, its employees, licensees, invitees, agents and contractors shall not use, manufacture, release, store or dispose of on, under or about the Premises any explosives, flammable substances, radioactive materials, asbestos in any form, paint containing lead, materials containing urea formaldehyde, polychlorinated biphenyls, or any other hazardous, toxic or dangerous substances, wastes or materials, whether having such characteristics in fact or defined as such under federal, state or local laws or regulations and any amendments thereto (all such materials and substances being hereinafter referred to as "Hazardous Materials") provided that Tenant may use and store products which are of a type customarily found in offices (such as toner for copiers and the like) in a careful, safe and lawful manner and without contaminating the Premises, the Building, the Property or the environment 40. Option to Renew: If Tenant shall not be in default in the performance of any of the covenants, conditions and agreements of this Lease, Tenant shall have the right and privilege, at its election, to renew this Lease for two (2) five (5)-year terms (each, a "Renewal Term") by signifying its intention to renew, in writing, to the Landlord no later than eight (8) months preceding the termination date of the preceding term of this Lease, time being of the essence. The Renewal Term shall be upon the same terms, covenants and conditions as are set forth herein for the preceding Term, except that there shall be no further right to renew, the basic annual rent for each year of the Renewal Term shall increase by two and one-half percent (2.51/o) per year. 41. Miscellaneous: A. This Lease and the covenants, terms and conditions contained herein shall inure to „() the benefit of and be binding on Landlord, provided that if Landlord sells or otherwise transfers title to (? ) Building, the Landlord shall be relieved of all covenants and obligations hereunder upon completion of such sale or transfer, and it shall be considered that the transferee shall assume and agree to carry out all of n the obligations of the Landlord hereunder. This Lease and the covenants, terms and conditions contained herein shall be binding on and inure to the benefit of the Tenant, its personal representatives, successors, and, except as otherwise provided in this Lease, its assigns. B. The failure of either party to insist, in any one or more instances, upon a strict performance of any covenant of this Lease or to exercise any option or right herein contained shall not be construed as a waiver or relinquishment for the future of such covenant, right, or option, but the same shall remain in full force and effect unless the contrary is expressed in writing. C. This Lease shall be construed and enforced under the laws of the Commonwealth of Pennsylvania. All headings preceding the text of the several provisions and sub provisions are inserted solely for convenience of reference and none of them shall constitute a part of this Lease or affect its meaning, construction, or effect. D. Landlord shall pay all brokers representing Landlord and Tenant under separate written agreement and each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person, with whom the other party has or purportedly has dealt. In such regard, Landlord and Tenant represent and warrant to each other that the only brokers involved in the procuring and execution of this Lease are High Associates on behalf of Landlord and Landmark Commercial Realty Inc. on behalf of Tenant. E. Tenant acknowledges and agrees that the terms and conditions contained in this Lease are confidential and proprietary to Landlord's business operations, and shall not be disclosed by Tenant to any person(s) or entity(ies) other than Tenant's officers, lenders, accountants, attorneys, or permitted subtenants, assignees or licensees who shall each keep the terms and conditions herein confidential, except as necessary to enforce a party's rights hereunder. Landlord agrees to use reasonable efforts to keep Tenant's sales and financial information confidential, as disclosed by Tenant to Landlord or as only known by Landlord pursuant to the terms of this Lease; provided, however, nothing herein shall prevent Landlord from disclosing such information (or publicly available information) and/or the terms and conditions of this Lease to others, including but not limited to, its officers, employees, accountants, lenders (and their rating agencies), potential lenders/ investors, existing or prospective partners of Landlord, existing or prospective insurers, investment bankers, assignees, agents, brokers, consultants, or potential purchasers or transferees of Landlord's property or entity interests. Nothing herein shall prohibit disclosure of such terms and conditions of this Lease by Tenant or Landlord as required under applicable laws and regulations or in connection with any litigation or proceeding concerning the rights and obligations of the parties to this Lease. F. This Lease sets forth all the promises, agreements, conditions, and understandings between Landlord and Tenant relative to the Building and/or Premises, and there are no promises, agreements, conditions, or understandings, either oral or written, expressed or implied, except as set forth herein. Except as herein otherwise provided, no subsequent alterations, amendment, change, or additions to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by Landlord and Tenant. G. Should Tenant request that Landlord execute a consent to and waiver of lien in favor of Tenant's lender, Tenant shall submit to Landlord an administrative fee in the amount of Three Hundred Fifty Dollars ($350.00) to defray the legal and administrative costs incurred by Landlord in reviewing and negotiating the document with Tenant's lender. H. If any term, provision, condition or covenant contained in this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, or be held to be invalid or unenforceable by any court of competent jurisdiction., the remainder of the Lease, the application of such term, provision, condition or covenant to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and all such remaining terns, provisions, conditions and covenants in this Lease shall be deemed to be valid and enforceable. 1. This Lease may be executed in multiple counterparts, and each counterpart, when fully executed and delivered, shall constitute an original instrument, and all such multiple counterparts shall constitute but one and the same instrument. J. If more than one entity or person signs this Lease as Tenant, such persons or entities shall be jointly and severally liable under this Lease. -/ .11 ?? -]4- '1'+ K. Concurrently with the execution of this Lease, and as a condition thereof, Tenant shall cause the execution and delivery to Landlord of the Guaranty's of Lease attached hereto as Exhibit D-1 and Exhibit D-2 by the individuals named therein as Guarantor. IN WITNESS WHEREOF, the parties hereto, each being duly authorized so to do, have duly executed under seal, by the duly authorized persons named below, this Lease the day and year first above written. WITNESS: WINDSOR PARK OPPING CENTERS, UP oca_ BY: EAL) VIP FITNESS, LLC !?. BY: PVILLt;? -(SEAL) Signature j Name:( It' I1l`j?1 J Printed Title: pny-h o yanQG?_' 5 91 yb EXHIBIT A THE PREMISES WINDSOR PARK SHOPPING CENTER 6204-5284 Simpson Ferry Road r?b?o IV4 EXHIBIT B Plans on File in Landlord's Office EXHIBIT C RULES AND REGULATIONS 1. The sidewalks, halls passages, elevators and stairways shall not be obstructed by any of the tenants, or used by them for any other purpose than for ingress and egress to and from their respective leased premises. 2. Tenants, their employees and visitors, shall not make or commit any improper noises or disturbances of any kind in the Building, or mark or defile the water closets, toilet rooms, walls, windows, elevators or doors of the building, or interfere in any way with other tenants or those having business with them. 3. No carpet, rug or other article shall be hung or shaken out any window or placed in corridors as a door mat, and nothing shall be thrown or allowed to drop by the tenants, their employees and visitors, out of the windows or doors, or down passages or shafts of the Building, and no tenants shall sweep or throw, or permit to be thrown from the leased premises, any dirt or other substance into any of the corridors or halls, elevators, shafts or stairways of the Building. 4. The toilet rooms, water closets, and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweeping, rubbish, rags, ashes, chemicals, or the refuse from electric batteries, or other unsuitable substances, shall be thrown therein. Any damage resulting from such misuse or abuse shall be bome by tenant by whom or by whose employees or visitors it shall be caused. 5. Nothing shall be placed on the outside of the Building. No sign or equipment shall be placed on the interior of the windows, windowsills, or projections so as to be visible from the exterior of the Building. 6. No sign, advertisement, or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building unless of such color, size, and style, and in such places upon or in said building as shall be first approved in writing by Landlord. Other than the initial building standard suite signs provided by Landlord, signs on doors and windows, where permitted or required, will be affixed for Tenant, at its cost, by a contractor and with a design approved in writing by Landlord. 7. After permission to install telephones, call boxes, telegraph wires, or other electrical wires has been granted, Landlord will direct where and how same are to be placed. No wires shall be run in any part of the Building outside of the leased premises excepting by or under the direction of Landlord. The attaching of wires to the outside of the Building is absolutely prohibited. No boring or cutting of floors or partitions for wires is permitted except with prior written consent of Landlord. 8. Tenants may use their own safes, but Landlord shall have the right to prescribe the weight and proper position of safes, and no safe shall be hoisted or placed in any part of the Building except under the direction of Landlord's agents. All damage to the Building caused by installing, maintaining or removing safe, furniture, equipment or other property shall be repaired at expense of tenant. 9. Each tenant must, upon termination of its Lease, surrender to Landlord all keys delivered to said tenant. 10. No machinery of any kind, except ordinary restaurant, retail, office and medical furniture, fixtures and equipment, shall be allowed to be maintained and operated on the premises without the written consent of Landlord. Business machines and mechanical equipment shall be placed and maintained by tenant at tenant's expense in settings sufficient, in Landlord's reasonable judgment, to absorb and prevent vibration, noise and annoyance. 11. Any and all damage to floors, walls or ceilings or to personal property due to tenant or tenant's employees' failure to shut offrunning water in any piece of equipment shall be paid by Tenant. 12. Landlord reserves the right to exclude or expel from the Building any persons who, in the judgment of Landlord, are intoxicated or under the influence of liquor or drugs, if their behavior is deemed to be disturbing to other tenants of the Building, or who shall do anything in violation of the Rules and Regulations of the Building. Landlord assumes no ?Ix oc&_ G /10 responsibility and shall not be liable for any damage resulting from the admission of any authorized or unauthorized person to the Building. 13. Landlord shall have the right to prohibit any advertising by tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 14. Tenant will not install any signs, blinds, shades, awnings, or other form of inside or outside signage, window covering, or window ventilators or similar devices, without the prior written consent of Landlord. Exhibit C - Rules and Regulations J'v le J) ?Mlle EXHIBIT B AGREEMENT CONFIRMING LEASE COMMENCEMENT THIS AGREEMENT, MADE THIS O ' `1c ay of January, 2010 by and between WINDSOR PARK SHOPPING CENTERS, LLP AND VIP FITNESS, INC; WHEREAS, the parties hereto are parties to a certain Lease Agreement dated September 11, 2009 for the premises described as 5260 Simpson Ferry Road, Mechanicsburg, PA 17055 WHEREAS, the actual Commencement Date and Occupancy Date in said - Lease were not fixed therein or differs from as stated in said Lease; and NOW, THEREFORE, for good and valuable consideration to each in hand paid by the other, receipt whereof is hereby acknowl6dged, and for the promises and covenants contained herein and in said Lease, the parties hereto do covenant and agree as follows: (1) The Occupancy Date for the premises under said Lease Agreement is September 11, 2009. (2) The Rent Commencement Date for the premises under said Lease Agreement is March 10, 2010. (3) The Lease term for the premises under said Lease Agreement shall run from April 1, 2010 through March 31, 2016. Other than as set forth hereunder, there is no other change in the Lease and said Lease remains in full force and effect except as modified herein. WITNESS: WINDSOR P I ERS, LLP By: (SEAL) tthew Schoenfe Agent WITNESS: VIP FITNESS, INC. By: (SEAL) EXHIBIT C EXHIBIT D-1 GUARANTY OF LEASE This Guaranty of Lease ("this Guaranty"), is made this // day of 7xJ ?? 2009 by and between DANIEL BERNSTEIN and LAURIE J. BERNSTEIN, husb d d wife, residents of the Commonwealth of Pennsylvania having an address at 2947 Robin Road, York, Pennsylvania 17404 (jointly and severally, "Guarantor") and WINDSOR PARK SHOPPING CENTERS, LLP ("Landlord"), organized and existing under the laws of the State of Maryland, having an address at 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117. Witnesseth, that to induce the Landlord to enter into a Lease ("the Lease") by and between Landlord, as landlord, and VIP FITNESS, LLC ("Tenant'D, as tenant, covering the space having approximately eleven thousand eight hundred seventy-seven (11,877) square feet of floor area and located at 5260 Simpson Ferry Road, Mechanicsburg, Pennsylvania ("the Premises'), Guarantor hereby unconditionally and irrevocably guarantees to Landlord (1) Tenant's due and punctual payment in full (and not merely the collectability) of any and all rent, additional rent, and other sums required to be paid by Tenant under the Lease, (2) the due and punctual performance (and not merely the enforceability) of all of Tenant's other obligations under the Lease; and (3) the due and punctual payment in full (and not merely the collectability) of any and all loss, damages or expenses (including reasonable attorneys' fees and other costs of suit) incurred by Landlord and arising out of any default by the Tenant in performing any of its obligations under the Lease. Landlord may, in its sole discretion, and without any notice to or consent of Guarantor, and without in any way releasing, altering, impairing or discharging Guarantor's obligations and liability hereunder, from time to time (1) waive compliance with or any default by Tenant under the Lease; or (2) modify or supplement any of the provisions of the Lease; or (3) grant any extension or renewal of the terms of the Lease or any period referred to in the Lease; or (4) effect any release, compromise or settlement in connection with the Lease; or (5) assign or otherwise transfer any or all of the Landlord's interest in the Lease; or (6) accept or discharge any other person as a guarantor of any or all of the Tenant's obligations under the Lease; or (7) accept or permit any proposed assignment or subletting under the Lease. The Guarantor's obligations hereunder (1) shall be unconditional, irrespective of the enforceability of the Lease, the adequacy of any consideration given therefore, or any other circumstance which might otherwise constitute a legal or equitable discharge of a guarantor under applicable law (provided, however, that no determination by any court, governmental body or otherwise that any provision of this Guaranty or of the Lease is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision, or (b) such provision in any circumstances not controlled by such determination, it being the express intention of the parties that each such provision shall be valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law; (2) shall be primary; and (3) shall not be conditioned upon Landlord's pursuit of any remedy which Landlord has against Tenant or any other person with respect to the Lease. In any action by Landlord against Guarantor under this Guaranty, Guarantor expressly (a) waives, and. agrees that it shall not interpose, any and all defenses that are not or would not be available to Tenant if the same action were brought by Landlord against Tenant, (b) waives trial by jury, (c) consents to the jurisdiction and venue of the State and Federal Courts of the Commonwealth of Pennsylvania, and (d) agrees that, if judgment is rendered for Landlord, Guarantor shall pay all reasonable attorneys fees and costs of suit incurred by Landlord in such action. It shall be an event of default under this Guaranty permitting the Landlord to declare a default under the Lease and pursue all remedies therefore if Guarantor (1) applies for or consents to the appointment of a receiver, liquidator or trustee of the Guarantor or of all or a substantial part of its assets, (2) files a voluntary petition in bankruptcy or is generally unable to pay its debts as they become due, (3) makes an assignment for the benefit of creditors, (4) files a petition or an answer seeking a reorganization or an arrangement with creditors or seeking to take advantage of an insolvency law, (5) performs or suffers any other act of bankruptcy, reorganization or insolvency proceeding or if such petition is not dismissed within sixty (60) days. ?R? Promptly upon written request to Guarantor, Guarantor shall execute and deliver to Landlord a written statement confirming the status of this Guaranty and Guarantor's obligation hereunder. In Witness Whereof, the Guarantor has executed under seal this Guaranty as of the day and year first above written. WITNESS: z4?? A"LL (SEAL) Daniel Bernstein WITNESS: l ft / - f 5 ?"--(SEAL) Laun J. Bernstein COMMONWEALTH OF PENNSYLVANIA COUNTY OF C u?'ax TO WIT I hereby certify that on this //=t day of _ 7`2• 2009 before me, a Notary Public for the State and County aforesaid, personally appeared Daniel Bernstein, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that he is a resident of the Commonwealth of Pennsylvania and that he has executed the foregoing instru ment on his behalf for the purposes therein set forth, and that the same is his act and deed. In witness whereof, I have set my hand and Notarial Seal, the day and year first above written. CObMiONWMTH OF PENNSYLVANYI NOTARIAL SEAL Notary Iic LYNN BRWU EW. Notary Public Fast PsM M TM., ermber- CWA* 1Ay Cwm*sew Expires Juae 21, 2012 My commission expires on _d.-e d /, ,7 0/-1- 11 COMMONWEALTH OF PENNSYLVANIA COUNTY OF TOWIT I hereby certify that on this 1t "? day of? 2009 before me, a Notary Public for the State and County aforesaid, personally appeared Laurie J. Bernstein, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that she is a resident of the Commonwealth of Pennsylvania and that she has executed the foregoing instrument on her behalf for the purposes therein set forth, and that the same is her act and deed. written. COMMONWEALTH OF PEN S-YLVANK NOTAMAL SEAL LYNN BRAKEFIELD, Notary East PasmM Trq„ public Caw?asisitJires Jrae 21, 201x! Exhibit D- I - Guaranty of Lease In witness whereof, I have set my hand and Notarial Seal, the day and year first above Notaryublic My commission expires on e o?/ go/e'_ 41) * Pagel W Q EXHIBIT D #1545608-v1 02112-0015 EXHIBIT D-2 GUARANTY OF LEASE This Guaranty of Lease ("this Guaranty"), is made this day of 2009 by and between WILLLIAM BOHONYI and JOANNE BOHONYI, husband and wife, residents of the ommonwealth of Pennsylvania having an address at 817. (jointly and severally, "Guarantor") and BVII"D?SOR1PARK SHOPPING CENTERS, LLP ("Landlord"), organized and existing under the laws of the State of Maryland, having an address at 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117. Witnesseth, that to induce the Landlord to enter into a Lease ("the Lease") by and between Landlord, as landlord, and VIP FITNESS, LLC ("Tenant"), as tenant, covering the space having approximately eleven thousand eight hundred seventy-seven (11,877) square feet of floor area and located at 5260 Simpson Ferry Road, Mechanicsburg, Pennsylvania ("the Premises"), Guarantor hereby unconditionally and irrevocably guarantees to Landlord (1) Tenant's due and punctual payment in full (and not merely the collectability) of any and all rent, additional rent, and other sums required to be paid by Tenant under the Lease, (2) the due and punctual performance (and not merely the enforceability) of all of Tenant's other obligations under the Lease; and (3) the due and punctual payment in full (and not merely the collectability) of any and all loss, damages or expenses (including reasonable attorneys' fees and other costs of suit) incurred by Landlord and arising out of any default by the Tenant in performing any of its obligations under the Lease. Landlord may, in its sole discretion, and without any notice to or consent of Guarantor, and without in any way releasing, altering, impairing or discharging Guarantor's obligations and liability hereunder, from time to time (1) waive compliance with or any default by Tenant under the Lease; or (2) modify or supplement any of the provisions of the Lease; or (3) grant any extension or renewal of the terms of the Lease or any period referred to in the Lease; or (4) effect any release, compromise or settlement in connection with the Lease; or (5) assign or otherwise transfer any or all of the Landlord's interest in the Lease; or (6) accept or discharge any other person as a guarantor of any or all of the Tenant's obligations under the Lease; or (7) accept or permit any proposed assignment or subletting under the Lease. The Guarantor's obligations hereunder (1) shall be unconditional, irrespective of the enforceability of the Lease, the adequacy of any consideration given therefore, or any other circumstance which might otherwise constitute a legal or equitable discharge of a guarantor under applicable law (provided, however, that no determination by any court, governmental body or otherwise that any provision of this Guaranty or of the Lease is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision, or (b) such provision in any circumstances not controlled by such determination, it being the express intention of the parties that each such provision shall be valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law; (2) shall be primary; and (3) shall not be conditioned upon Landlord's pursuit of any remedy which Landlord has against Tenant or any other person with respect to the Lease. In any action by Landlord against Guarantor under this Guaranty, Guarantor expressly (a) waives, and agrees that it shall not interpose, any and all defenses that are not or would not be available to Tenant if the same action were brought by Landlord against Tenant, (b) waives trial by jury, (c) consents to the jurisdiction and venue of the State and Federal Courts of the Commonwealth of Pennsylvania, and (d) agrees that, if judgment is rendered for Landlord, Guarantor shall pay all reasonable attorneys fees and costs of suit incurred by Landlord in such action. It shall be an event of default under this Guaranty permitting the Landlord to declare a default under the Lease and pursue all remedies therefore if Guarantor (1) applies for or consents to the appointment of a receiver, liquidator or trustee of the Guarantor or of all or a substantial part of its assets, (2) files a voluntary petition in bankruptcy or is generally unable to pay its debts as they become due, (3) makes an assignment for the benefit of creditors, (4) files a petition or an answer seeking a reorganization or an arrangement with creditors or seeking to take advantage of an insolvency law, (5) performs or suffers any other act of bankruptcy, reorganization or insolvency proceeding or if such petition is not dismissed within sixty (60) days. "1-7 r Promptly upon written request to Guarantor, Guarantor shall execute and deliver to Landlord a written statement confirming the status of this Guaranty and Guarantor's obligation hereunder. In Witness Whereof, the Guarantor has executed under seal this Guaranty as of the day and year first above written. WITNESS: William Bohonyi WITNESS: (SEAL) 4Joe Bohonyi / COMMONWEALTH OF PENNSYLVANIA COUNTY OF D-P?- TOWII' 1 hereby certify that on this //"?i day of 2009 before me, a Notary Public for the State and County aforesaid, person y appeared William Bohonyi, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that he is a resident of the Commonwealth of Pennsylvania and that he has executed the foregoing instrument on his behalf for the purposes therein set forth, and that the same is his act and deed. In witness whereof, I have set my hand and Notarial Seat, the day and year first above written. COUNOMYME UH OF PENNSYLVANIA NOTARNL SEAL. Notary Pub tc LYNN PWd= UP, BRALCEFIELDCud CON* ?Cona lim EEjoka Joe 21, 2012 My commission expires on 070 COMMONWEALTH OF PENNSYLVANIA COUNTY OF TO WIT I hereby certify that on this /V ly- day of 2009 before me, a Notary Public for the State and County aforesaid, personally appeared Joanne Bohonyi, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that she is a resident of the Commonwealth of Pennsylvania and that she has executed the foregoing instrument on her behalf for the purposes therein set forth, and that the same is her act and deed. In witness whereof, I have set my hand and Notarial Seal, the day and year first above written. COpp10NM1EALTt1 OF PENNSYLVANIA Notary Pub[' NOTARIAL SEAL LYNN BRAIMFIELD, Notary PuW My commission expires on Co ssioa Expres Jane 21, 2D 2 Exhibit D-2 - Guaranty of Lease ?7?f L°0'- k.3 VERIFICATION I have read the foregoing Complaint and hereby affirm and verify that, to the best of my knowledge, information and belief, all of the statements made therein are true and correct, and I acknowledge that false statements made therein may subject me to the penalties of 18 Pa.C.S.A. Section 4904, relating to unworn falsification to authorities. Date: Windsor Park Shopping Centers, LLP By: WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, I IOWARD S, BROWN, Plaintiff v. IN THE COURT OF COMMON PLF,AS CUMBERLAND COUNTY, PENNSYLVANIA NO: 12-1772 - Civil Term CIVII. ACTION - LAW DANIEL BERNSTEIN, LAURIE, J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, ? q -a3 N --1 Defendants z ,- -, G NOTICE TO PLEAD ° > TO: Windsor Park Shopping Centers, LLP ;c- } c/o Steven M. Williams, Esquire rv X. Cohen Seglias Pallas Greenhall & Furman, P.C. ?? cry 240 North Third Street Seventh Floor Harrisburg, PA 17101 YOU ARE HEREBY NOTIFIED TO PLFIAD TO THE ENCLOSED ANSWER WITII NEW MATTER AND COUNTERCLAIMS WITIIIN TWENTY (20) DAYS FROM TIIE DA'I'S, OF SERVICE HEREOF OR A DI;FAtJI,"I' JUDGMENT MAY BE ENTERI?D AGAINST] YOU. Dated: April, 2012 CUNNINGHAM & CHERNICOFF, P.C. By? ??-?--- l ' Nicholas A. Fanelli, Esquire PA Supreme Court ID11 308136 2320 North Second. Street Harrisburg, PA 17110 WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, IIOWARD S, BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE, COURT OF COMMON PLFAS CUMBERLAND COUNTY, PENNSYLVANIA NO: 12-1772 - Civil Term CIVIL ACTION - LAW ANSWER WITH NEW MATTER OF DEFENDANTS, WILLIAM BOHONYI AND JOANNE BOHONYI, TO PLAINTIFF'S COMPLAINT NOW COME the Defendants, William Bohonyi and Joanne Bohonyi (`Answering Defendants"), by and through their counsel, Cunningham & Chernicoff, P.C., and files their Answer With New Matter to Plaintiffs Complaint, as follows: 1. Admitted upon information and belief. 2. Admitted upon information and belief. 3. Admitted. 4. Admitted. 5. The averments of this paragraph are legal conclusions to which no response is required. 6. Admitted. Facts Applicable to All Counts 7. This is an incorporation paragraph to which no response is required. Answering Defendants hereby incorporate all of the above paragraphs as if more fully set 2 forth at length below. 8. Admitted, upon information and belief. 9. The averments of this Paragraph refer to a writing which is the best evidence of the subject matter of the averments of this Paragraph. To the extent the averments of this Paragraph are consistent with said writing, they are admitted; to the extent they are inconsistent with said writing, they are denied. 10. Admitted. 1 l . The averments of this paragraph refer to a writing which is the best evidence of the subject matter of the averments of this Paragraph. To the extent the averments of this Paragraph are consistent with said writing, they are admitted; to the extent they are inconsistent with said writing, they are denied. 12. Admitted. 13. The averments of this paragraph refer to a writing which is the best evidence of' the subject matter of the averments of this Paragraph. To the extent the averments of this Paragraph are consistent with said writing, they are admitted: to the extent they are inconsistent with said writing, they are denied. 14. The averments of this paragraph refer to a writing which is the best evidence of the subject matter of the averments of this Paragraph. To the extent the averments of this Paragraph are consistent with said writing, they are admitted; to the extent they are inconsistent with said writing, they are denied. 15. The averments of this paragraph refer to a writing which is the best evidence of the subject matter of the averments of this Paragraph. To the extent the averments 3 of this Paragraph are consistent with said writing, they are admitted, to the extent they are inconsistent with said writing, they are denied. 16. Answering Defendants admit that Plaintiff provided $61,100.00 to the tenant under the lease agreement referred to and attached to Plaintiff's Complaint. The remaining averments of this paragraph are denied. 17. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. 18. Admitted in part, denied in part. Answering Defendants admit that VIP vacated the premises in or about July 2010. The remaining averments of this Paragraph are denied. 19. Admitted. 20. Admitted. 21. Admitted. 22. Admitted. 23. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. By way of further reply. Answering Defendants believe, and therefore aver, that Plaintiff failed to take reasonable steps to re-let the premises and thus failed to properly mitigate its damages. 24. Admitted. 25. Admitted in part denied in part. Answering Defendants admit that M1dPenn Bank 4 paid WPSC a monthly, fee. As to the remaining averments of this Paragraph, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth thereof, and the same are therefore denied. 26. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. 27. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. 28. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. 29. The averments of this Paragraph constitute a legal conclusion(s) to which Answering Defendants are advised by counsel that no response is necessary. 30. The averments of this Paragraph constitute a legal conclusion(s) to which Answering Defendants are advised by counsel that no response is necessary. 31. The averments of this Paragraph constitute legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. If and to the extent a response is judicially deemed to be necessary, Answering Defendants deny that WPSC incurred damages of $484,164.74. By way of Further reply, Answering Defendants are without knowledge or information to norm a belief as to the truth of Plaintiffs averments of Answering Defendants' liability for realtor commissions, attorney fees, late fees, and other sums charge to Answering Defendants. The same are, therefore, denied. 32. The averments of this Paragraph are legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 33. Admitted. 34. Admitted. Count I WPSC v. Daniel Bernstein and Laurie I Bernstein 35. The averments of this paragraph is an incorporation paragraph to which no response is necessary. 36. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 37. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 38. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 39. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 6 40. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 41. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 42. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 43. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 44. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 45. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 46. The averments of this paragraph are directed towards defendants other than the Answering Defendants, and are averments to which no response by Answering Defendants is necessary. 47. The averments of this paragraph are directed towards defendants other than the 7 Answering Defendants, and are averments to which no response by Answering Defendants is necessary. WHEREFORE, Defendants, William Bohonyi and Joanne Bohonyi, respectfully request that this Ilonorable Court dismiss Count I of Plaintiff's Complaint and grant to Defendants such other relief as is just and proper. Count II WPSC v. William Bohonyi and Joanne Bohonyi 48. This is an incorporation paragraph to which no response is necessary. Answering Defendants hereby incorporate as if more fully set forth at length below the averments of paragraphs 1-6 and 8-34, inclusive. 49. Admitted. By way of further reply, the averments of this paragraph refer to a writing which is the best evidence of the subject matter thereof. 50. The averments of this paragraph refer to a writing which is the best evidence of the subject matter of the averments herein. To the extent the averments of this Paragraph are consistent with said writing, they are admitted; to the extent they are inconsistent with said writing, they are denied. 51. The averments of this paragraph are legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. If and to the extent a response is judicially deemed to be necessary, Answering Defendants specifically deny the averments of this paragraph. Without waiving the foregoing, 8 the Bohonyi's agree that the lease set forth liability for rent and certain other sums required to be paid by the tenant, including, but not limited to, reasonable attorney fees, subject to reasonable defenses as set forth below. However, Answering Defendants are not liable for other sums, such as commissions and other post- rental expenses incurred by Plaintiff. 52. The averments of this paragraph constitute legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 53. Admitted in part, denied in part. Answering Defendants admit that they have failed to pay the amounts demanded by Plaintiff under the Lease. Answering Defendants deny that the sum of $484,164.74 is due to Plaintiff. 54. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 55. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 56. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 57. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 58. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. Without waiving the foregoing Answering Defendants admit that the Guaranty entitles Plaintiff to reasonable attorney fees; Answering Defendants deny that the sum of 9 $16,000.00 constitutes reasonable attorney fees. 59. The averments of this paragraph refer to legal conclusions to which Answering Defendants are advised by counsel that no response is necessary. 60. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments of this Paragraph and the same are therefore denied. WHEREFORE, Defendants, William Bohonyi and Joanne Bohonyi, respectfully request that this Ilonorable Court dismiss Count II of Plaintiffs Complaint, and grant to Defendants such other relief as is just and proper. NEW MATTER 61. The averments of Paragraphs 1-6, 8-34, and 48-60, inclusive, are hereby incorporated as if more fully set forth at length below. 62. Plaintiff may have failed to properly mitigate its damages. 63. VIP Fitness, LLC, the Tenant, was denied access and use of the premises as of July, 2010, and therefore should not be required to pay rent after access to the premises was denied to the tenant by Plaintiff. 64. The personal guaranty executed the Answering Defendants, Williams Bohonyi and Joanne Bohonyi, does not contemplate, refer to, concern, or apply to sums other than rent and certain other sums reasonably required to be paid by "Tenant. Accordingly, charges such as real estate commissions and improvement costs are not chargeable to Answering Defendants. 10 WHEREFORE, Defendants, William Bohonyi and Joanne Bohonyi, respectfully request that this Honorable Court dismiss Plaintiffs Complaint, and grant to Defendants such other relief as is just and proper. Respectfully submitted, Date: April /I, 2012 By: _"I Robert h. C e icoff, Esquirc Supreme Court ID No: 23380 Nicholas A. Fanelli Supreme Court ID No: 308136 CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants, William Bohonyi and Joanne Bohonyi II 04/18/2012 15:40 7175911908 CUMBERLAND VALLEY #4558 P.002/003 'VYtIFICATION I, Joanne Bohonyi, hereby verify that the statements made in the foregoing Amswer with New Matter are true and correct based on my personal knowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unswom falsification to authorities Date: OkA4 I ? ? I 04/18/2012 15:40 7175911908 CUMBERLAND VALLEY 14558 P.003/003 VERMCATION L William Hohonyi, hereby verify that the statements made in the foregoing Answer with Now Matter are true and correct based on my personal tmowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unworn falsification to authorities Date: I? ?- CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant with the law office of Cunningham & Chernicof'f. P.C., hereby certify that a true and correct copy of the ANSWER OF DEFENDANTS, WILLIAM BOHONYI AND JOANNE BOHONYI, TO PLAINTIFF'S COMPLAINT has been served by depositing same in first class U.S. Mail on the following parties indicated: Steven M. Williams, Esquire Cohen Seglias Pallas Greenhall & Furman, P.C. 240 North Third Street Seventh Floor Harrisburg, PA 17101 CUNNINGHAM & (:HERNICOFF, P.C. Datc: April l 9 2012 By ?" ?, ??z v Juli n?tne Ametrano 23?01!?1orth Second Street Hai' i?'burg, PA 17110 L Telephone: (717) 238-6570 F_ IIonic NFAN17LI.I,Documenis\1301IONY1\Windsor Park Shopping Centers Answer to Complaint.wpd SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy t} 0 I HF PfF'0TH0N10 2012 APR 27 AM 9: 52 Richard W Stewart Solicitor CUMBERLA140 COUNTY PENNSYLVANIA Windsor Park Shopping Centers, LLP vs. Daniel Bernstein (et al.) Case Number 2012-1772 SHERIFF'S RETURN OF SERVICE 03/20/2012 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Laurie J. Bernstein, but was unable to locate her in his bailiwick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint and Notice according to law. 03/20/2012 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Daniel Bernstein, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint and Notice according to law. 03/23/2012 09:02 AM - York County Return: And now March 23, 2012 at 0902 hours I, Richard P. Keuerleber, Sheriff of York County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Laurie J. Bernstein by making known unto herself personally, at 2947 Robin Road, York, Pennsylvania 17404 its contents and at the same time handing to her personally the said true and correct copy of the same. 03/26/2012 06:50 PM - Robert Bitner, Deputy Sheriff, who being duly sworn according to law, states that on March 26, 2012 at 1850 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: William Bohonyi, by making known unto Joanne Bohony, Wife of Defendant at 1100 Tunbridge Road, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. R BERT BITNE EPUTY 03/26/2012 06:50 PM - Robert Bitner, Deputy Sheriff, who being duly sworn according to law, states that on March 26, 2012 at 1850 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Joanne Bohonyi, by making known unto herself personally, at 1100 Tunbridge Road, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. R BERT BITNER, DEPUTY 04/18/2012 York County Return: And now, April 18, 2012 I, Richard P. Keuerleber, Sheriff of York County, Pennsylvania, do hereby certify and return, that I made diligent search and inquiry for Daniel Bernstein the defendant named in the within Complaint and Notice and that I am unable to find him in the County of York and therefore return same NOT FOUND. Request for service at 2947 Robin Road, York, Pennsylvania 17404 the Defendant was not found. Request for service at 124 Walnut Valley Court, Wrightsville, Pennsylvania 17638 the Defendant was not found. SHERIFF COST: $95.45 April 26, 2012 SO ANSWERS, RON R ANDERSON, SHERIFF SHERIFF'S OFFICE OF YORK COUNTY Richard P Keuerleber Sheriff Reuben B Zeager Chief Deputy, Operations PETER J. MANGAN, ESQ. Solicitor Richard E Rice, II Chief Deputy, Administration WINDSOR PARK SHOPPING CENTERS, LLP vs. DANIEL BERNSTEIN (et al.) Case Number 12-1772 CIVIL SHERIFF'S RETURN OF SERVICE 03/23/2012 09:02 AM - DEPUTY COREY STRINE, BEING DULY SWORN ACCORDING TO LAW, ATTEMPTED SERVICE TO THE DEFENDANT, TO WIT: DANIEL BERNSTEIN AT 2947 ROBIN ROAD, YORK, PA 17404. THE DEFENDANT WAS FOUND TO HAVE MOVED. 03/23/2012 09:02 AM - DEPUTY COREY STRINE, BEING DULY SWORN ACCORDING TO LAW, SERVED THE REQUESTED COMPLAINT IN CIVILACTION (CICA) BY "PERSONALLY" HANDING A TRUE COPY TO A PERSON REPRESENTING THEMSELVES TO BE THE DEFENDANT, TO WIT: LAURIE J. BERNSTEIN AT 2947 ROBIN ROAD, YORK, PA 17404. REY STRINE, DEPUTY 04/09/2012 I, RICHARD P KEUERLEBER, SHERIFF, WHO BEING DULY SWORN ACCORDING TO LAW, STATES HE MADE DILIGENT SEARCH AND INQUIRY FOR THE WITHIN NAMED DEFENDANT TO WIT: DANIEL BERNSTEIN, BUT WAS UNABLE TO LOCATE THE DEFENDANT IN HIS BAILIWICK. THE SHERIFF THEREFORE RETURNS THE WITHIN REQUESTED COMPLAINT IN CIVIL ACTION (CICA) AS "NOT FOUND" AT 2947 ROBIN ROAD, YORK, PA 17404. PER CO/DEFT DANIEL DOES NOT LIVE AT THIS ADDRESS AND SHE HAS NO IDEA WHERE HE IS. PER POST OFFICE CHECK, MAIL IS DELIVERED TO ADDRESS GIVEN. 04/12/2012 05:18 PM - DEPUTY DAVID GOOD, BEING DULY SWORN ACCORDING TO LAW, ATTEMPTED SERVICE TO THE DEFENDANT, TO WIT: DANIEL BERNSTEIN AT 124 WALNUT VALLEY COURT, WRIGHTSVILLE, PA 17638. THE DEFENDANT WAS FOUND TO HAVE MOVED. 04/18/2012 I, RICHARD P KEUERLEBER, SHERIFF, WHO BEING DULY SWORN ACCORDING TO LAW, STATES HE MADE DILIGENT SEARCH AND INQUIRY FOR THE WITHIN NAMED DEFENDANT TO WIT: DANIEL BERNSTEIN, BUT WAS UNABLE TO LOCATE THE DEFENDANT IN HIS BAILIWICK. THE SHERIFF THEREFORE RETURNS THE WITHIN REQUESTED COMPLAINT IN CIVIL ACTION (CICA) AS "NOT FOUND" AT 124 WALNUT VALLEY COURT, WRIGHTSVILLE, PA 17638. PER DEFTS. BROTHER, DANIEL BERNSTEIN MOVED OUT OF THIS ADDRESS ABOUT ONE YEAR AGO. SHERIFF COST: $51.44 SO ANSWERS, C,CmMorMEALT? C Notarial lea April 19, 2012 Sheila E. Coop, i`totarY "' RIC D P RIEU?RLEBER , SH IFF Springettsbury Twp., YOIF y My commiwon Expires Fec: Mamb?r, ?nnaylvania Assaciatiort wi v ?Y-, ---- -- --- ------ ---- ---- -- NOTARY Affirmed and subscribed to before me this 19TH day of APRIL 2012 {c; CountySwt(-SheritP T leesofl 1 It??t L 11 f COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V., . DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW PRAECIPE To the Prothonotary: Kindly Reinstate the Complaint in this case so that service on Daniel Bernstein may be accomplished. a? 11.-7 sIDclar? Gk i? lno? R -714 Dater rX?l Respectfully COHEN SEGWS PALLAS GREENHALL & FURMAIV. P.C. By: Steven M. Williams, PA I.D. # 62051 Williams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff # 1607778-v l 02112-0015 COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 silliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants CIVIL ACTION - LAW To: Laurie J. Bernstein, Defendant You are hereby notified that on ? a , 2012, the following (Or-lef) (Beeree) (Judgment) has been entered against you in the above-captioned case. $502,195.13, plus costs and interest DATE: ??? / Protho ary I hereby certify that the name and address of the proper person(s) to receive this notice is: Laurie J. Bernstein 2947 Robin Road York, PA 17404 A: Laurie J. Bernstein, Defendido/a or Defendidos/as Por este medio se le esta notificando que el de del 2012, el/la siguiente (Or-den), (Deefete), (Pallo) ha sido anotado en contra suya en el caso mencionado en el epigrafe. FECHA: Prothonotario Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: Laurie J. Bernstein 2947 Robin Road York, PA 17404 Abogado del Demandante # 1617651-v 1 02112-0015 rL '. J?""IBERLAHD CCUr T ,: PEIVNS`r'L4'ANIA COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 silliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants CIVIL ACTION - LAW PRAECIPE FOR ENTRY OF JUDGMENT BY DEFAULT TO THE PROTHONOTARY: Please enter judgment by default in favor of Plaintiff, Windsor Park Shopping Centers, LLP and against Defendant, Laurie J. Bernstein for her failure to plead to the Complaint in this action within the required time. The Complaint, which was filed on March 19, 2012, contained a Notice to Defend the action within 20 days from the date of service thereof. Defendant was served with the Complaint on March 23, 2012, and her answer was due to be filed on April 12, 2012. QYw}?tlr end a? Ck?(aID ?,? any S3? Nah? C?lc? Attached as Exhibit A is a copy of Plaintiff s written Notice of Default in accordance with Pa.R.C.P. 237.1, which I certify was mailed by regular mail to the Defendant at her last known address on April 19, 2012, which is at least ten days prior to the filing of this Praecipe. Defendant has failed to appear or take any action. Please assess damages in the amount of $502,195.13, being the amount demanded in the Complaint, plus additional pre judgment and post judgment interest that accrues at the rate of $79.588723 per day from April 1, 2012 until payment by Defendant and the costs of this action. Date: 51 11'Z. Respectfully COHEN EYLIAS PALLAS GREENHALL & FU$'lyi/AN, P.C. By: Steven M. Williams, PA I.D. # 62051 Williams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff EXHIBIT A COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams. Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW To: Laurie J. Bernstein, 2947 Robin Road, York, PA 17404 IMPORTANT NOTICE YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE, A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. AVISO IMPORTANTE USTED ESTA EN REBELDIA PORQUE IIA FALLADO DE REGISTRAR COMPARECENCIA ESCRITA POR SI MISMO O A TRAVES DE UN ABOGADO Y SOMETER CON LA CORTE SUS DEFENSAS U OBJECCIONES A LOS CARGOS QUE SE HAN PRESENTADO CONTRA LISTED. A N /IENOS QUE USTED ACTUE DENTRO DE DIEZ DIAS DE HABER RECIBIDO ESTE AVISO, LA CORTE PUEDE TOMAR UNA DECISION EN CONTRA SUYA SIN TENER DERECHOS A UNA VISTA Y USTED PUEDE PERDER SU PROPIEDAD U OTROS DERECHOS IMPORTANTES. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. ST LISTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE NFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICNA LE PUEDA PROVEER NFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY LAWYER REFERRAL SERVICE 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 Date: j 19 I I 'L- Respectfully submittedZI-LAS COHEN SEGLIA , GREENHALL & FURMAN,?@. By: Steven TM.- Williams, PA I. D. # 6205 1 silliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff CERTIFICATE OF SERVICE I hereby certify that the foregoing Notice was sent by first class mail, postage prepaid this day to the following: Laurie J. Bernstein 2947 Robin Road York, PA 17404 Date: Respectfully submitted, COHEN SEGLIAS PALLAS GREENHALL, & FURMAN, P.C. By: / , t j ?r Alison A. Zortman, Paral gal 240 North Third Street,' `h Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff #1604988-v 102112-001; a o (4 3 ? o c14 ti W •- O m Y ' ) C7 W 2 ©? Q a < a Y? N UJ ?1Mn vow mil Y cn o ° ? p ?' o a 0 0 0 LL L n s a H L ? 7 O ? Z .^ CD N = Ct 11j: 1, r -!D COU' 14 T COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW PLAINTIFF'S REPLY TO NEW MATTER ASSERTED BY DEFENDANTS, WILLIAM BOHONYI AND JOANNE BOHONYI AND NOW, comes Plaintiff, Windsor Park Shopping Centers, LLP ("WPSC"), by and through its attorneys, Cohen Seglias Pallas Greenhall & Furman, P.C., and files this Reply to New Matter Asserted by Defendants, William Bohonyi and Joanne Bohonyi, stating the following: 61. Paragraphs 1 through 60 of Plaintiff's Complaint are incorporated herein by reference as if fully set forth. 62. Denied. This paragraph states conclusions of law to which no reply is required. To the extent that this Court deems a reply is required, this paragraph is specifically denied, and proof is demanded. 63. Denied. This paragraph states conclusions of law to which no reply is required. To the extent that this Court deems a reply is required, this paragraph is specifically denied, and proof is demanded. 64. Denied. This paragraph states conclusions of law to which no reply is required. To the extent that this Court deems a reply is required, this paragraph is specifically denied, and proof is demanded. WHEREFORE, Plaintiff, Windsor Park Shopping Centers, LLP, respectfully requests that this Honorable Court grant judgment in its favor and against Defendants, William Bohonyi and Joanne Bohonyi, for the amounts and relief sought in the Complaint filed in this case. Date: 5I J ?A Respectfully COHEN SE AS PALLAS GREENHALL & FUR MAN, P.C. By: Steven M. Williams, PA I.D. # 62051 Williams@cohenseglias. co m 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff 2 VERIFICATION I have read the foregoing Reply and hereby affirm and verify that, to the best of my knowledge, information and belief, all of the statements made therein are true and correct, and I acknowledge that false statements made therein may subject me to the penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to authorities. Windsor Park Shopping Centers, LLP Date: `? 1 ? By: dx-wzt?- U CERTIFICATE OF SERVICE I hereby certify that the foregoing Reply was sent by first class mail, postage prepaid this day to the following: Robert E. Chernicoff, Esquire Nicholas A. Fanelli, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants Date: 5A/1v2- Respectfully submitted, Cohen Seglias Pallas Greenhall & Furman PC By: ison A. Zortman, Le Assistant 240 North Third Street, 7c" Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff #1607704-v1 02112-0015 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff $?t? ctuiHbrr1?? T4'R3 ON 01 Jody S Smith Chief Deputy 2012 MAY 24 PM 1* - Richard W Stewart Solicitor OFFICE r-T-ESK-'F CUMBERLAND COON ?` PENNSYLVANIA Windsor Park Shopping Centers, LLP Case Number vsie. Danl Bernstein (et al.) 2012-1772 SHERIFF'S RETURN OF SERVICE 05/03/2012 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Daniel Bernstein, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint and Notice according to law. 05/15/2012 York County Return: And now, May 15, 2012 I, Richard P. Keuerleber, Sheriff of York County Pennsylvania, do hereby certify and return, that I made diligent search and inquiry for Daniel Bernstein the defendant named in the within Complaint and Notice and that I am unable to find him in the County of York and therefore return same NOT FOUND. Request for service at 516 W. Broadway, Red Lion, Pennsylvania 17356 the Defendant was not found. The Postmaster has advised, Daniel Bernstein is not known at this address. SHERIFF COST: $39.25 May 22, 2012 SO ANSWERS, RON R ANDERSON, SHERIFF (C) CountySuite Sheriff, Te1e0S0ft. Inc. SHERIFF'S OFFICE OF YORK COUNTY Richard P Keuerleber PETER J. MANGAN, ESQ. Sheriff Solicitor Reuben B Zeager Richard E Rice, II Chief Deputy, Operations Chief Deputy, Administration WINDSOR PARK SHOPPING CENTERS, LLP Case Number vs. 12-1772 CIVIL DANIEL BERNSTEIN (et al.) SHERIFF'S RETURN OF SERVICE 05/15/2012 I, RICHARD P KEUERLEBER, SHERIFF, WHO BEING DULY SWORN ACCORDING TO LAW, STATES HE MADE DILIGENT SEARCH AND INQUIRY FOR THE WITHIN NAMED DEFENDANT TO WIT: DANIEL BERNSTEIN, BUT WAS UNABLE TO LOCATE THE DEFENDANT IN HIS BAILIWICK. THE SHERIFF THEREFORE RETURNS THE WITHIN REQUESTED COMPLAINT IN CIVIL ACTION (CICA) AS "NOT FOUND" AT 516 WEST BROADWAY, RED LION, PA 17356. PER POST OFFICE CHECK, NOT KNOWN AT ADDRESS GIVEN. SHERIFF COST: $38.33 SO S May 16, 2012 RICHARD P KE L BER, SHERIFF COMMONWEAL OF P ---_ IA Nam Seal Public Sheila E. CeoR NOWY Pub SP4jn4 Top" York F?? 3 MY atlon of Nofa1w Member, Penns NOTARY Affirmed and subscribed to before me this 16TH day of MAY 2012 ici Count;+ u+tm rm, ifl, 1-ieu:YNll Inc. • COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 silliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTER, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants 7!! rrl m .. o t ... „? Z` r / IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW P_ To the Prothonotary: Kindly Reinstate the Complaint in this case so that service on Daniel Bernstein may be accomplished. lu i 1.75 Po ATM C it (na8 Date: Respectfully COHEN SE IAS PALLAS GREENHALL & FUR N, P.C. By: ven M. Williams, PA I.D. # 62051 silliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff 41651587-v 1 02112-0015 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy i f. 1 tt ?s l 174w{ f ' 9 Richard W Stewart Solicitor Windsor Park Shopping Centers, LLP vs. Daniel Bernstein (et al.) Case Number 2012-1772 SHERIFF'S RETURN OF SERVICE 06/04/2012 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Daniel Bernstein, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint and Notice according to law. 06/08/2012 07:13 PM - York County Return: And now June 8, 2012 at 1913 hours I, Richard P. Keuerleber, Sheriff of York County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Daniel Bernstein by making known unto Cathy Vicchiotti, adult in charge for Strictly Fitnessat 2880 Carol Street, York, Pennsylvania 17402 its contents and at the same time handing to her personally the said true and correct copy of the same. 06/11/2012 02:00 PM - William Cline, Corporal, who being duly sworn according to law, states that on June 11, 2012 at 1400 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Daniel Bernstein, by making known unto Alanna Stuart, adult in charge for Daniel Bernstein at 3401 Hartzdale Drive, Suite 101, Camp Hill, Cumberland County, Pe sylvania 17011 its contents and at the same time handing to him personally the said true and rr t copy of the same. LLIA CLIN TY SHERIFF COST: $70.70 June 18, 2012 SO ANSWERS, RON R ANDERSON, SHERIFF SHERIFF'S OFFICE OF YORK COUNTY Richard P Keuerleber Sheriff Reuben B Zeager Chief Deputy, Operations PETER J. MANGAN, ESQ. Solicitor Richard E Rice, II Chief Deputy, Administration WINDSOR PARK SHOPPING CENTERS, LLP vs. DANIEL BERNSTEIN (et al.) Case Number 12-1772 CIVIL SHERIFF'S RETURN OF SERVICE 06/08/2012 07:13 PM -DEPUTY TODD STAHL, BEING DULY SWORN ACCORDING TO LAW, SERVED THE REQUESTED COMPLAINT IN CIVILACTION (CICA) BY HANDING A TRUE COPY TO A PERSON REPRESENTING THEMSELVES TO BE CATHY VICCHIOTTI, EMPLOYEE, WHO ACCEPTED AS "ADULT PERSON IN CHARGE" FOR DANIEL BERNSTEIN AT 2880 CAROL STREET, C/O STRICTLY FITNESS, YORK, PA 17402. SHERIFF COST: $28.55 June 13, 2012 X O D STA L, DEPUTY SO S, (CHARD P K ERLEB R, SHERI F COMMONWEALTH OF PENNSYLVANih. Notarial Seal Sheila E. Cook, Notary Public, I Springettsbury Twp., York County My Corrrmbsion Expires Feb. 1, 2013 Member, Pennsylvania Association of Notaries NOTARY , J ,. , , Affirmed and subscribed to before me this 13TH day of JUNE 2012 COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW To: Daniel Bernstein, Defendant You are hereby notified that on ?LJLI ? 2012, Y , the following (Or4er-) (Peeree) (Judgment) has been entered against you in the above-captioned case. $502,195.13, plus costs and interest. DATE: ,. _.AL?) tA Prothonotar9"" I hereby certify that the name and address of the proper person(s) to receive this notice) is: Daniel Bernstein c/o Strictly Fitness 2880 Carol Street York, PA 17402 and Daniel Bernstein c/o Gold's Gym 3401 Hartzdale Drive Suite 101 Camp Hill, PA 17011 A: Daniel Bernstein, Defendido/a or Defendidos/as Por este medio se le esta notificando que el de del 2012, el/la siguiente (9flea), (Deerete), (Pallo) ha sido anotado en contra suya en el caso mencionado en epigrafe. FECHA: Prothonotario Certifico que la siguiente direccion es la del defendido/a segun indicada en el de residencia: Daniel Bernstein c/o Strictly Fitness 2880 Carol Street York, PA 17402 and Daniel Bernstein c/o Gold's Gym 3401 Hartzdale Drive Suite 101 Camp Hill, PA 17011 Abogado del Demandante #1710309-v1 02112-0015 MLr D-OFFICE OF THE PROTHONOTAR' 2012 JUL 2 3 AID 11: 4 7 ? IJMBERLAND COUNTY PENNSYLVANIA COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, Plaintiff V. DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants IN THE COURT OF COMMON CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1772 Civil Term CIVIL ACTION - LAW PRAECIPE FOR ENTRY OF JUDGMENT BY DEFAULT TO THE PROTHONOTARY: Please enter judgment by default in favor of Plaintiff, Windsor Park Shopping Cent rs, LLP and against Defendant, Daniel Bernstein, for his failure to plead to the Complaint in his action within the required time. The Complaint, which was filed on March 19, 2012, contained a Notice to Defend the action within 20 days from the date of service thereof. Defendant as served with the Complaint on June 8, 2012 by the York County Sheriff, and on June 11, 201 by the Cumberland County Sheriff, and his answer was due to be filed on July 2, 2012. ? g077 a ?I?( Attached as Exhibit A is a copy of Plaintiff s written Notice of Default in accordance ith Pa.R.C.P. 237.1, which I certify was mailed by regular mail to the Defendant at his last known addresses (those being the same addresses at which Defendant was served) on July 3, 2012, which is at least ten days prior to the filing of this Praecipe. Defendant has failed to appear or take any action. Please assess damages in the amount of $502,195.13, being the amount demanded in he Complaint, plus additional pre judgment and post judgment interest that accrues at the rate of $79.588723 per day from April 1, 2012 until payment by Defendant and the costs of this action. Date: 17 P'0/ /X Respectfully COHEN SEGWAS PALLAS GREENHALL & FURMA , P.C. By: / Steven M. Williams, PA I.D. # 62051 silliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff EXHIBIT A COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams. Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, IN THE COURT OF COMMON CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. . NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants CIVIL ACTION - LAW To: Daniel Bernstein, c/o Strictly Fitness, 2880 Carol Street, York, PA 17402 and Daniel Bernstein, c/o Gold's Gym, 3401 Hartzdale Drive, Suite 101, Camp Hill, PA 17011 IMPORTANT NOTICE YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH TI COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAIN YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE, JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOl MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NO' HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. TH OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LI SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. AVISO IMPORTANTE USTED ESTA EN REBELDIA PORQUE HA FALLADO DE REGISTRAR COMPARECENCIA ESCRITA POR SI MISMO O A TRAVES DE UN ABOGADO Y SOMETER CON LA CORTE SUS DEFENSAS U OBJECCIONES A LOS CARGOS QUE HAN PRESENTADO CONTRA USTED. A MENOS QUE USTED ACTUE DENTRO Dl DIEZ DIAS DE HABER RECIBIDO ESTE AVISO, LA CORTE PUEDE TOMAR UNA DECISION EN CONTRA SUYA SIN TENER DERECHOS A UNA VISTA Y USTED PUE PERDER SU PROPIEDAD U OTROS DERECHOS IMPORTANTES. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ES A OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES PO- QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIES OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS CUALIFICAN. CUMBERLAND COUNTY LAWYER REFERRAL SERVICE 32 S. Bedford Street Date: ?[3)l Z Carlisle, PA 17013 (717) 249-3166 Respectfully COHEN AS PALLAS GREENHALL & F , P.C. By: Steven M. Williams, PA I.D. # 62051 silliams@cohenseglias.com 240 North Third Street, 7t' Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff CERTIFICATE OF SERVICE I hereby certify that the foregoing Notice was sent by first class mail, postage prepaid ?hi day to the following: Daniel Bernstein c/o Strictly Fitness 2880 Carol Street York, PA 17402 Daniel Bernstein c/o Gold's Gym 3401 Hartzdale Drive Suite 101 Camp Hill, PA 17011 Date: Respectfully submitted, COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. ?- Mjm By:? Alison A. Zortman, Paralegay 240 North Third Street, 7 loor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff # 1692853-v1 02112-0015 w O cat W .^ Lo O O" N f- 0M W Q O ? N d. (6,%Nn 4 0 O? ?LL - N W , , N 0 6 0Om N ^' ??> ~ F-i 0 ti N 14, x O O A 5 cn 0 O O LL t Y M d 0 r r N a s o) o Z o m = 04 W O N O O N I- fC } ° M w 11 ? Op ( {?} N Co LL O VAl' ti [L co W (? N %Nn O J N O O O ? ti y ? U • ago. o 00 o 00 A ocv? ~O 0 LL L a+ n Y CD d 0 N r a o ? Z o N 2 COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, by its general partner, HOWARD S. BROWN, IN THE COURT OF COMMON CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. . NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants . CIVIL ACTION - LAW To: Daniel Bernstein, Defendant n You are hereby notified that on u cX-? 2012, the following f3 (Peeree) (Judgment) has been entered against you in the above-captioned case. $502,195.13, plus costs and interest. DATE: Prothonotai I hereby certify that the name and address of the proper person(s) to receive this notice' is: Daniel Bernstein c/o Strictly Fitness 2880 Carol Street York, PA 17402 and Daniel Bernstein c/o Gold's Gym 3401 Hartzdale Drive Suite 101 Camp Hill, PA 17011 A: Daniel Bernstein, Defendido/a or Defendidos/as Por este medio se le esta notificando que el de del 2012, el/la siguiente (Or-den), (Deer-ete), (Pallo) ha sido anotado en contra suya en el caso mencionado en epigrafe. FECHA: Prothonotario Certifico que la siguiente direccion es la del defendido/a segun indicada en el de residencia: Daniel Bernstein c/o Strictly Fitness 2880 Carol Street York, PA 17402 and Daniel Bernstein c/o Gold's Gym 3401 Hartzdale Drive Suite 101 Camp Hill, PA 17011 Abogado del Demandante #1710309-v1 02112-0015 GA { m1 PRAECIPE FOR LISTING CASE FOR NON JURY TRIAL t7 - co C:)-n (Must be typewritten and submitted in triplicate) 3>ca = x,...- TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case for a TRIAL WITHOUT A JURY. ------------------------------------------------------------------------------------------------------------------------------- CAPTION OF CASE jentire caption must be stated in full] (check one) ❑N Civil Action -Law ❑Appeal from arbitration Windsor Park Shopping Centers, LLP, by (other) its general partner, Howard S. Brown p (Plaintiff) No. 12-1772 Civil Term VS. Daniel Bernstein, Laurie J. Bernstein, William Bohonyi and JoAnn Bohonyi p (Defendant) VS. Indicate the attorney who will try case for the party who files this praecipe: Steven M. Williams, Esquire, Cohen Seglias, 240 N. Third Street, Harrisburg, PA 17101 Indicate trial counsel for other parties if known: Robert E. Chernicoff, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 This case is ready for trial. Signed: Print Name: Steven M.Williams Date: /v Z/—/ As- Attorney for: Plaintiff K 7V R ,9q ao© CERTIFICATE OF SERVICE I hereby certify that the foregoing Praecipe was sent by first class mail, postage prepaid this day to the following: Robert E. Chernicoff, Esquire Cunningham& Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorney for William Bohonyi and JoAnn Bohonyi Date: •�//�///3 Respectfully submitted, COHEN SEGLIAS PALLAS GREENHALL & FU N, P.C. By: QzeA� - Alison Zortman Ugal Assistant 240 North Thir treet, 7th Floor Harrisburg, PA 17101 (717) 234-5530 #2076951-v102112-0015 e WINDSOR PARK SHOPPING IN THE COURT OF COMMON PLEAS OF CENTERS, LLP, by its general CUMBERLAND COUNTY, PENNSYLVANIA partner, Howard S.Brown, Plaintiff CIVIL ACTION—LAW VS. NO. 12-1772 CIVIL DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANN BOHONYI, Defendants IN RE: NONJURY TRIAL ORDER AND NOW,this .3 cr' day of April, 2013, a pretrial conference in the above- captioned matter is set for Monday, June 10, 2013, at 3:30 p.m. in the Chambers of the undersigned. - BY THE COURT, Kevin Hess, P. J. even M. Williams, Esquire 240 N. Third Street Harrisburg, PA 17101 For the Plaintiff � v/Rf obert E. Chernicoff, Esquire 2320 North Second Street '. ' r Harrisburg, PA 17110 For the Defendants Court Administrator :rlm WINDSOR PARK SHOPPING IN THE COURT OF COMMON PLEAS CENTERS, LLP, by its general CUMBERLAND COUNTY, partner, Howard S. Brown, PENNSYLVANIA Plaintiff NO: 12-1772 V. CIVIL ACTION - LAW a C) DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and ' C) .<> JOANN BOHONYI, !:�C; qn Defendants C-- - n cap 7- PRAECIPE TO ENTER APPEARANCE Please kindly enter the appearance of Bruce J. Warshawsky, Esquire, Gina L. Lauffer, Esquire and the law firm of Cunningham and Chernicoff, P.C., on behalf of William Bohonyi and Joann Bohonyi, the Defendants, in the above captioned action. CUNNINGHAM & CHERNICOFF, P.C. By ruce J. Warshawsky squire PA Supreme Court I No: 58799 Gina L. Lauffer, Esquire PA Supreme Court ID No: 313863 CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second. Street Harrisburg, PA 17110 Dated: MayL, 2013 CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham & Chernicoff, P.C., do hereby certify that a true and correct copy of the Praecipe to Enter Appearance in the above-captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Steven M. Williams, Esquire Chambers 240 North Third Street Honorable Kevin A. Hess, P.J. Harrisburg, PA 17110 County of Cumberland One Courthouse Square Carlisle, PA 17013 C INGHAM& HERNICOFF, P.C. Date: May , 2013 By: J&Lk�_ Julieanne Ametrano 2320 North Second Street Harrisburg, PA 17110 Telephone: (717)238-6570 FAHome\BMDOCS\BOHONYI\Windsor Park Shopping Center\Entry of Appearancempd WINDSOR PARK SHOPPING IN THE COURT OF COMMON PLEAS OF CENTERS, LLP, by its general CUMBERLAND COUNTY, PENNSYLVANIA partner,Howard S. Brown, Plaintiff CIVIL ACTION—LAW -K VS. NO. 12-1772 CIVIL DANIEL BERNSTEIN, -<> LAURIE J. BERNSTEIN, WILLIAM BOHONYI and C71 JOANN BOHONYI, Defendants IN RE: PRETRIAL CONFERENCE Present at a pretrial conference held June 10, 2013, were Steven M. Williams, Esquire, attorney for the plaintiff, and Bruce Warshawsky, Esquire, and Gina Lauffer, Esquire, attorneys for the defendants, William and Joann Bohonyi. This case arises out of a lease agreement for premises located at the Windsor Park Shopping Center. In connection with a lease with VIP Fitness, LLC, William and Joann Bohonyi, along with Daniel and Laurie Bernstein, entered into a Guaranty of Lease Agreement. Plaintiff alleges that early in the lease, VIP vacated the premises and has not fulfilled its obligation under the Lease Agreement. Inasmuch as VIP has filed a Chapter VII bankruptcy, plaintiff has turned to the Bohonyis as personal guarantors. The case does not appear to involve any particularly complicated legal or factual issues. There is a dispute,however, with regard to the interpretation of the Guaranty which would effect the amount of the damages awardable against the defendants. A nonjury trial will be set in this matter for Thursday, August 22, 2013, at 10:00 a.m., in Courtroom Number 4, Cumberland County Courthouse, Carlisle, Pennsylvania. Counsel are invited to submit pretrial memoranda prior to the close of business on Monday, August 19, 2013. Kevin A ess, P. J. ✓ Steven M. Williams, Esquire Cohen Seglias 240 N. Third Street, 7t" Floor Harrisburg, PA 17101 For the Plaintiff ./ Bruce Warshawsky, Esquire Gina Lauffer, Esquire 2320 North Second Street Harrisburg, PA 17110 For the Defendants Court Administrator » 6cccL ,;6- tL :rlm CO « AZZ-7 t . P COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C. By: Steven M. Williams, Esquire Identification No: 62051 swilliams@cohenseglias.com 240 N. Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff WINDSOR PARK SHOPPING : IN THE COURT OF COMMON PLEAS CENTERS, LLP, by its general partner, : CUMBERLAND COUNTY, HOWARD S. BROWN, : PENNSYLVANIA Plaintiff v. : NO. 12-1772 Civil Term DANIEL BERNSTEIN, LAURIE J. BERNSTEIN, WILLIAM BOHONYI and JOANNE BOHONYI, Defendants : CIVIL ACTION - LAW PRAECIPE To the Prothonotary: Please notate in the docket of this case that the Judgment filed by Plaintiff has been paid and satisfied, and that this case is hereby settled, discontinued and ended, with prejudice. Date: MO //t/ Dated: a/if//`/ Respectfully Submitted, Cohen Seglias Pa Greenhall : man, P.C. By: Steven M. Williams, Esquire PA ID No: 62051 swilliams@cohenseglias.com 240 North Third Street, 7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff, Windsor Park Shopping Centers, LLP CERTIFICATE OF SERVICE I hereby certify that the foregoing document was sent by first class, postage prepaid mail this day to the following: Date: l Robert E. Chernicoff, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Attorneys for Defendants, William Bohonyi and Joanne Bohonyi 3006359.102112-0015 By: Alison A. Zo man, Le _' Assistant 240 North Third Stree /7th Floor Harrisburg, PA 17101 (717) 234-5530 Attorneys for Plaintiff