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HomeMy WebLinkAbout13-6763 it Supreme Cou•'o Pennsylvania Court Ofr,Cdinrno leas For Prothonotary Use Only: 4 Civil <CoverjSheet r, tt• r.`= tc Docket No: S; Cumber land` r Coun J 2 Coun �0 J The information collected on this forin is used solely,far court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court. Commencement of Action: S [x Complaint E Writ of Summons (] Petition E Transfer from Another Jurisdiction Declaration of Taking C Lead Plaintiff's Name: Lead Defendant's Name: T Dwayne Brooks Her Investors, LLC Dollar Amount Requested: Elwithin arbitration limits I Are money damages requested? El Yes 0 No 0 (check one) E outside arbitration limits N Is this a Class Action Suit? E] Yes El No Is this an MDJAppeal? Q Yes �X. No A Name of Plaintiff /Appellant's Attorney: Neil Kerzner, Esquire 0 Check here if you have no attorney (are a Self- Represented [Pro Se] Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) . CIVIL APPEALS El Intentional C='i Buyer Plaintiff Administrative Agencies El Malicious Prosecution r1l Debt Collection: Credit Card (] Board of Assessment ] Motor Vehicle Debt Collection: Other i❑- Board of Elections ❑7 Nuisance 0 Dept. of Transportation z' Premises Liability Q Statutory Appeal: Other S ❑ Product Liability (does not include mass tort) � Employment Dispute: E El Slander/Libel/ Defamation Discrimination C E3 Other: (] Employment Dispute: Other Zoning Board T ll Other: I Other: O MASS TORT 0 Asbestos N [ Tobacco E] Toxic Tort - DES 1 Toxic Tort - Implant REAL PROPERTY MISCELLANEOUS Toxic Waste El Ejectment Q Common Law /Statutory Arbitration B 0 Other: Eminent Domain /Condemnation Declaratory Judgment El Ground Rent 0 Mandamus Landlord /Tenant Dispute Non- Domestic Relations Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY Q Mortgage Foreclosure: Commercial Quo Warranto (3 Dental Partition Replevin R Legal Quiet Title Other: Medical E] Other: Other Professional: Updated 1/1/2011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Dwayne Brooks Plaintiff VS In VI I -TJ :K m Her Investors, LLC, SK Realty and Arnold Logistics �, �+' m C:� r71 r" Defendant cn 'C' _ o C-, T' C= —i 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 AN ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH 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 REDUECED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 1- 800 - 990 -9108 717- 249 -3166 wA a" oaa THIS IS A MAJOR NON JURYMATTER THIS IS IN EXCESS OF $50,000 LARRY PITT & ASSOCIATES, P.C. By: Neil Kerzner, Esquire Attorney I.D. No. 62292 1918 Pine Street Philadelphia, PA 19103 (215) 546 -0011 Attorneys for Plaintiffs DWAYNE BROOKS COURT OF COMMON PLEASE 1735 N. Croskey Street CUMBERLAND COUNTY Philadelphia, PA 19121 V. ; HER INVESTORS, LLC 40 East Main Street New Kingston, Pa. 17072 AND SK REALTY MANAGEMENT 7 Penn Plaza Suite, 512 New York, NY 10001 AND ARNOLD LOGISTICS 4410 Industrial Park Road Camp Hill, Pa. 17001 CIVIL ACTION COMPLAINT 1. Plaintiff, Dwayne Brooks, is an adult individual who resides at the above - captioned address. 2. Defendant, Her Investors, LLC, is a corporate entity with offices at the above - captioned address. 3. Defendant, SK Realty Management, is a corporate entity with offices at the above - captioned address. 4. Defendant, Arnold Logistics, is a corporate entity with offices at the above - captioned address. 3. At all times material, defendants, and each of them, conducted business in Philadelphia County. 4. On or about December 6, 2011, Plaintiff, Dwayne Brooks, was lawfully and properly upon the premises located at or near 40 East Main Street, New Kingstown, Cumberland County, Commonwealth of Pennsylvania, which was owned, controlled, managed, maintained and /or leased by the Defendants, and each of them. 5. On or about December 6, 2011, Plaintiff, Dwayne Brooks, was lawfully and properly operating his tractor trailer upon the premises located at or near 40 East Main Street, New Kingstown, Cumberland County, Commonwealth of Pennsylvania, when he was vehicle caused hit a large pothole has he was driving through the parking lot on Defendants' property, and as a result Plaintiff was caused to be injured. Said dangerous condition was caused by the negligence and carelessness of the Defendants, their agents, workmen and /or employees, resulting in injuries to the Plaintiff as more fully set forth elsewhere herein. 6. At all times material hereto, Defendants, maintained the aforesaid area, individually and /or through its agents, servants, workmen and /or employees. 7. At all times material hereto, the injuries sustained by the Plaintiff, Dwayne Brooks, were caused as a direct result of the negligence and carelessness of Defendants, and each of them, and was due in no manner whatsoever to any act or failure to act on the part of the Plaintiff. 8. At all times material hereto, Defendants, and each of them, did own, control, maintain, lease and /or control the premises where the Plaintiff, Dwayne Brooks, was injured. 9. The negligence and carelessness of the Defendants, their agents, servants, workmen and /or employees consisted of the following: a) causing and /or permitting the aforesaid area to become and remain defective and unsafe; b) failing to properly and adequately maintain the aforesaid premises; C) failing to properly and adequately warn the plaintiff, d) failing to properly and adequately inspect the aforesaid area to ascertain the existence of unsafe conditions thereon; e) causing and /or permitting a dangerous condition to remain in the aforesaid area where the defendant knew or should have known that plaintiff would be entering; f) failing to properly and adequately correct the unsafe conditions of the area; g) failing to use due care under the circumstances; h) failing to properly maintain the premises; i) failing to properly police the premises; j) failing to restrict the public and plaintiff in particular from unsafe areas; and k) allowing plaintiff to enter an area of danger, conditions to develop, progress and remain on the premises of defendant. 10. Solely by reason of the carelessness and negligence of the Defendants, Plaintiff, Dwayne Brooks, sustained injuries to his right knee and back among injuries to other parts of his body together with multiple contusions and abrasions together with shock and injury to his nerves and nervous system. All of the above injuries are permanent except those of a superficial nature. All of the foregoing injuries have rendered the Plaintiff sick, sore, lame, prostrate, disabled and disordered and have made him undergo great mental anguish and physical pain, as a result of which he has suffered, yet suffers and will continue to suffer for an indefinite time in the future. yet suffers and will continue to suffer for an indefinite time in the future. 11. By reason of the negligence and carelessness of the Defendants acting as aforesaid, the Plaintiff has been and may be in the future required to expend various sums of money for medical services and treatment of the injuries sustained. 12. By reason of the occurrence above described, the Plaintiff, Dwayne Brooks, has been unable to follow his usual occupations and avocations, and may in the future be hindered in and prevented from attending to him usual duties, occupations and avocations all to his great financial detriment and loss. 13. By reason of the negligence and carelessness of Defendants as aforesaid, the Plaintiff, Dwayne Brooks, has and may continue to suffer severe loss of earnings and impairment of earning capacity and earning power. WHEREFORE, Plaintiff, Dwayne Brooks, demands judgment against the Defendant, HER Investors, LLC., SK Realty Management and Arnold Logistics, in an amount not in excess of Fifty Thousand ($50,000.00) Dollars, plus interest and costs and brings this action to recover same. LARRY PITT & ASSOCIATES, P.C. L BY: Neil Kerzner Attorneys for Plaintiff VERIFICATION I, �wrz �rooi , verify that I am the Plaintiff herein and that the statements made in the foregoing pleading are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. Date: - �5- SHERIFF'S OFFICE OF CUMBERLAND COUNTY 'I6 at tia:r a ateaf�i.a� c2, a t'E"`hhF'S;i'Yi�Ll�V'tt PA�ru{�t _a I�A Ronny RAnderson Sheriff �„0, ai Fo Jody S Smith Chief Deputy Richard W Stewart COL N fE Solicitor r F Dwayne Brooks Case Number vs. 2013-6763 Her Investors, LLC (et al.) SHERIFF'S RETURN OF SERVICE 11/20/2013 11:45 AM- Deputy Brian Grzyboski, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Chris Steinour-Corporate Security/Safety/IACSC,who accepted as"Adult Person in Charge"for old Logistics at 4410 Industrial Park Road, Camp Hill Borough, Camp Hill, PA 17011. AA,— BRIAN GRZYBO' I, 7 11/21/2013 Ronny R Anderson, Sheriff, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Her Investors, LLC, but was unable to locate the Defendant in his bailiwick. The Sheriff therefore returns the within requested Complaint& Notice as"Not Found"at 40 East Main Street, Silver Spring, New Kingstown, PA 17072. Shaffer Trucking is located at the addess provided,the defendants have moved to 247 West 30th Street, 11th Floor, New York, NY 10001. SHERIFF COST: $60.95 SO ANSWERS, November 22, 2013 RONNY R ANDERSON, SHERIFF (c)CourtySuit©Shenf,,"Vek osofi..inc. r 'r RAWLE & HENDERSON LLP By: Gary N. Stewart L u l Q Identification No. 67353 1' By: Diane B. Carvell ''UMBERLAND Identification No. 77983 PENNSYLVANIA Payne Shoemaker Building, 9d' Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com Attorneys for Defendant, dcarvell @rawle.com Arnold Logistics LLC (717)234-7700 DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, V. No. 13-6763%CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance on behalf of defendant, Arnold Logistics LLC (improperly identified as "Arnold Logistics" in the Complaint), in the above-referenced matter. RAWLE & HENDERSON LLP BY: 0"J206tov Gary N. Stewat , Esquire Diane B. Carvell, Esquire Attorneys for Defendant, ? Arnold Logistics LLC Dated: cA ' 6966833-1 CERTIFICATE OF SERVICE I hereby certify that on today's date, a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon all attorneys of record, addressed as follows: Neil Kerzner, Esquire Larry Pitt&Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorney for Plaintiffs HERInvestors, LLC 40 East Main Street New Kingston, PA 17072 SK Realty Management 7 Penn Plaza Suite 512 Anew York,NY 10001 RAWLE & HENDERSON LLP c BY: Gary N. Ste art, Esquire 015f Diane B. Carvell, Esquire Dated: Ij- 6966833-1 i 0 T ' J r To Plaintiff: t You are hereby notified to file a written response to the new matter and new matter crossclaim within 1'1 P r 4 "D ,U 5 V twenty (20) days from service hereof or a judgment P E N N 3 Y LVA N I A may be entered against you. RA E&HENDFASON V LLP Gary N. Stewart Diane B. Carvell Attorneys for Defendant RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9t'Floor 240 N. 3`d Street Harrisburg, PA 17101 gstewart@rawle.com Attorneys for Defendant, dcarvell @rawle.com Arnold Logistics LLC (717)234-7700 DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, V. No. 13-6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED DEFENDANT,ARNOLD LOGISTICS LLC'S, ANSWER TO PLAINTIFF'S COMPLAINT WITH NEW MATTER AND NEW MATTER CROSSCLAIM PURSUANT TO PA.R.C.P. 1031 AND NOW, this�day of December, 2013, comes Defendant, Arnold Logistics LLC (improperly identified as "Arnold Logistics" in the Complaint), by and through its counsel, Rawle & Henderson LLP, and hereby responds to the Complaint as follows: 1. Denied. Answering defendant is without information or knowledge sufficient 6950439-1 try to form a belief as to the truth of the averments contained in paragraph 1 of the Complaint. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 2. Denied. Answering defendant is without information or knowledge sufficient to form a belief as to the truth of the averments contained in paragraph 2 of the Complaint. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 3. Denied. Answering defendant is without information or knowledge sufficient to form a belief as to the truth of the averments contained in paragraph 3 of the Complaint. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 4. Denied as stated. To the contrary, Arnold Logistics LLC, and not Arnold Logistics, admits it was a Pennsylvania limited liability corporation and had a place of business at 4410 Industrial Park Road, Camp Hill, Pennsylvania on or about December 6, 2011. The remaining averments contained in paragraph 4 of the Complaint are denied, and strict proof thereof is demanded at trial. 3.(sic) Denied. To the extent the averments contained in paragraph 3(sic) of the Complaint are directed to a parry other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 3(sic) of the Complaint are directed to answering defendant, said averments contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 4. (sic) Denied. To the extent that the averments contained in paragraph 4(sic) of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 4(sic) of the Complaint are directed to answering defendant, it is without 6950439-1 information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 4(sic) of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 5. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent that the averments contained in paragraph 5 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. Moreover, to the extent that the averments contained in paragraph 5 of the Complaint are directed to answering defendant, it is without information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 5 of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 6. Denied. To the extent the averments contained in paragraph 6 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 6 of the Complaint are directed to answering defendant, said averments contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 7. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC 6950439-1 acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. Moreover, to the extent the averments contained in paragraph 7 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 7 of the Complaint are directed to answering defendant, said averments contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 8. Denied. To the extent the averments of paragraph 8 of the Complaint are directed to party other than answering defendant, Arnold Logistics LLC, no responsive pleading is required and said averments are denied. Moreover, to the extent the averments contained in paragraph 8 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 8 of the Complaint are directed to answering defendant, said averments contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 9. (a. — k.) Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent the averments contained in paragraph 9 and its subparts (a) — (k) of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 9 and its subparts (a) — (k) of the Complaint are directed to answering defendant, said averments contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is 6950439-1 demanded at trial. 10. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent that the averments contained in paragraph 10 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. Moreover, to the extent that the averments contained in paragraph 10 of the Complaint are directed to answering defendant, it is without information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 10 of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 11. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent that the averments contained in paragraph 11 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. Moreover, to the extent that the averments contained in paragraph 11 of the Complaint are directed to answering defendant, it is without information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 11 of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 6950439-1 12. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent that the averments contained in paragraph 12 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. Moreover, to the extent that the averments contained in paragraph 12 of the Complaint are directed to answering defendant, it is without information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 12 of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 13. Denied. It is specifically denied that answering defendant, Arnold Logistics LLC, acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. To the extent that the averments contained in paragraph 13 of the Complaint are directed to a party other than answering defendant, no responsive pleading is required and said averments are denied. Moreover, to the extent that the averments contained in paragraph 13 of the Complaint are directed to answering defendant, it is without information or knowledge sufficient to form a belief as to the truth of the said averments. Therefore, said averments are denied, and strict proof thereof is demanded at trial. By way of further response, the remaining averments contained in paragraph 13 of the Complaint contain conclusions of law to which no responsive pleading is required. Therefore, said averments are denied, and strict proof thereof is demanded at trial. 6950439-1 WHEREFORE, answering defendant, Arnold Logistics LLC, respectfully requests that this Honorable Court dismiss plaintiff's Complaint with prejudice, deny the relief requested therein, enter judgment in its favor and against plaintiff, and grant such other and further relief as this Honorable Court deems just and proper. NEW MATTER 14. Answering defendant incorporates by reference its answers to the above paragraphs as though the same were fully set forth at length herein. 15. Plaintiff's Complaint fails to state a claim, in whole or in part, upon which relief can be granted. 16. Upon information and belief, the injuries and/or damages alleged by plaintiff, if any, were caused solely or in part by the negligence of plaintiff, or third parties over whom answering defendant had no responsibility. 17. If the event alleged in the Complaint occurred as alleged by plaintiff, which is denied, it was in no way caused by an act or omission on the part of answering defendants and/or any of its agents, representatives, servants or employees. 18. No conduct on the part of answering defendant contributed to plaintiff's alleged injuries and/or damages. 19. Damages allegedly sustained by the plaintiff, if any, were entirely or substantially caused by the negligence of plaintiff, including contributory negligence, comparative negligence, assumption of the risk and/or the negligence of other parties or persons for whom answering defendant had no responsibility, and not by the culpable conduct or negligence of answering defendant. 6950439-1 20. Answering defendant claims all defenses available to it under the provisions of the Pennsylvania Motor Vehicle Financial Responsibility Act as set forth in 75 Pa.C.S.A. §1701 et seq. 21. Any alleged occurrence 'complained of by plaintiff, said occurrence being specifically denied by answering defendant, was the result of an unavoidable accident or sudden emergency. 22. Answering Defendant avers that the claims against it are barred by the doctrines of laches, collateral estoppel, res judicata, release, waiver, and/or all statute of limitation provisions. 23. Plaintiff failed to mitigate his damages. 24. The damages and/or injuries complained of by plaintiff pre-existed, are unrelated to, or were sustained subsequent to the accident which is the subject matter of this Complaint. 25. This Honorable Court lacks personal jurisdiction over answering defendant. 26. Plaintiff's claims are barred in whole or in part by 49 U.S.C. §30106. 27. Plaintiff's claims as against answering defendant are limited by 42 Pa. C.S. § 7102. 28. Answering defendant is not responsible for persons, events, circumstances or conditions reasonably beyond its control. 29. The negligence of plaintiff, either bars his right to recover completely, or reduces his claims under the doctrine of comparative negligence. 6950439-1 WHEREFORE, answering defendant, Arnold Logistics LLC, respectfully requests that this Honorable Court dismiss plaintiffs Complaint with prejudice, deny the relief requested therein, enter judgment in its favor and against plaintiff, and grant such other and further relief as this Honorable Court deems just and proper. DEFENDANT, ARNOLD LOGISTICS, LLC'S NEW MATTER CROSS-CLAIM PURSUANT TO Pa.R.C.P. 1031.1 AGAINST CO-DEFENDANTS, HER INVESTORS,LLC AND SK REALTY MANAGEMENT 30. Defendant, Arnold Logistics, LLC, incorporates by reference the allegations of plaintiffs Complaint, without admitting the truth thereof, and defendant's Answer with New Matter to plaintiff's Complaint, as though the same were set forth at length herein. 31. If it is judicially determined that plaintiff is entitled to recover on the causes of action declared in the Complaint upon any theory, any and all liability on the part of defendant, Arnold Logistics, LLC, being specifically denied as more fully set forth in said defendant's Answer with New Matter to Plaintiffs Complaint, then defendants, D HER Investors, LLC and SK Realty Management are individually solely liable to plaintiff, or jointly and severally liable with defendant, Arnold Logistics, LLC, or liable over to defendant, Arnold Logistics, LLC, by way of contribution and/or indemnity. 6950439-1 WHEREFORE, defendant, Arnold Logistics, LLC, demands judgment in its favor and against co-defendants, HER Investors, LLC and SK Realty Management for any sum that may be awarded to plaintiff, or that defendant, Arnold Logistics, LLC, be granted indemnity or contribution from said co-defendants for all or part of the sums due the plaintiff, including interest, counsel fees, and costs and such other and further relief as may be appropriate. RAWLE & HENDERSON LLP BY: Gary N. Ste art, Esquire Diane B. Carvell, Esquire Attorneys for Defendant, Arnold Logistics LLC Dated: 6950439-1 VERIFICATION DIANE B. CARVELL, ESQUIRE, hereby states that she is a member of the law firm of Rawle & Henderson LLP, attorneys for defendant, Arnold Logistics LLC., that she is authorized to take this verification on behalf of said defendant. The undersigned verifies that she has read the within Answer to Plaintiff's Complaint with New Matter and New Matter Crossclaims and that the same is true and correct to the best of her knowledge, information and belief. The undersigned understands that the statements set forth in said pleading are made subject to the penalties of 18 Pa. Cons. Stat. Ann. §4904 relating to unsworn falsification to authorities. tie, J DIANE B CARVELL, ESQUIRE Dated: 6950439-1 CERTIFICATE OF SERVICE I hereby certify that on today's date, a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon all attorneys of record, addressed as follows: Neil Kerzner, Esquire Larry Pitt & Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorney for Plaintiffs HERInvestors, LLC 40 East Main Street New Kingston, PA 17072 SK Realty Management 7 Penn Plaza Suite 512 Anew York,NY 10001 RAWLE & HENDERSON LLP BY: �'111 -0 I<V� Gary N. Stewa , Esquire Diane B. Carvell, Esquire Dated: J 6950439-1 r MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D. No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. 13-1076 3 HER INVESTORS, LLC; NO.: -146-7-63±- CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance in the above captioned matter on behalf of Defendant, SK REALTY MANAGEMENT, regarding the above-captioned matter. , co c'D rY HENDRZAK& LLOYD 1424116-4, .0 c. MEREDITH C. SCHILLIN ESQUIRE "' Attorneys for Defendant, SK REALTY MANAGEMENT Date: December 12, 2013 MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D. No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 1367631 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED CERTIFICATE OF SERVICE I, Meredith C. Schilling, Esquire,hereby certify that on this 12th day of December, 2013, I served a true and correct copy of the foregoing ENTRY OF APPEARANCE/DEMAND FOR A JURY TRIAL on the following persons listed below via first class United States mail,postage prepaid: Neil Kerzner, Esquire Larry Pitt& Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorney for Plaintiff HER Investors, LLC 40 East Main Street New Kingstown, PA 17072 Co-Defendant Arnold Logistics 4410 Industrial Park Road Camp Hill, PA 17011 Co-Defendant HENDRZAK& LLOY MEREDITH C. SCHILLING, ESQ Attorney for Defendant, SK REALTY MANAGEMENT MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D.No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. )3 -!0765 HER INVESTORS, LLC; NO.: -+-3-6%+1---CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED DEMAND FOR A JURY TRIAL TO THE PROTHONOTARY: Defendant, SK REALTY MANAGEMENT, above named, hereby demands a jury trial in the above-captioned action. Said jury to consist of 12 jurors. HENDRZAK& LL�OYD , ' ` Q. 1� rri r°ri MEREDITH C. SCHILLING, 61/4.DIRE Attorney for Defendant, x SK REALTY MANAGEMENT Date: December 12, 2013 r ia c. , r LARRY PITT & ASSOCIATES, P.C. By: Neil Kerzner, Esquire 13 DEC 23 F;•` 2: F Attorney I.D. No. 62292 U BLR rittJ Cu ?f 1918 Pine Street PENNSYLVANIA Philadelphia, PA 19103 (215) 546-0011 Attorneys for Plaintiff DWAYNE BROOKS • COURT OF COMMON PLEASE • CUMBERLAND COUNTY V. 13-6/105 HER INVESTORS, LLC : AND • NO.: • SK REALTY MANAGEMENT • AND • ARNOLD LOGISTICS PLAINTIFF'S REPLY TO NEW MATTER OF DEFENDANT,ARNOLD LOGISTICS, LLC. 14. Paragraph fourteen(14) is an incorporation paragraph to which no further response is required from plaintiff. 15-29. Denied pursuant to Pa. R.C.P. 1029 (e), WHEREFORE,Plaintiff, Dwayne Brooks, demands judgment against Defendant,Arnold Logistics, LLC. LARRY PITT & ASSOCIATES, P.C. BY: Neil Kerzner Attorneys for Plaintiff VERIFICATION I, Neil S. Kerzner, Esquire, verify that I am Plaintiffs attorney herein and that the statements made in the foregoing pleading are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. Neil S. Kerzner Attorney for Plaintiff Date: CERTIFICATE OF SERVICE I hereby certify that on today's date, a true and correct copy of Plaintiff's Reply to New Matter of Defendant,Arnold Logistics,LLC was served via first-class mail,postage pre-paid,upon all attorneys of record, addressed as follows: Gary N. Stewart, Esquire Diane B. Carvell, Esquire RAWLE & HENDERSON 240 N. 3rd Street, 9 6 Floor Payne Shoemaker Building Harrisburg, PA 17101 HERlnvestors, LLC 40 East Main Street New Kingston, PA 17072 SK Realty Management 7 Penn Plaza, Suite 512 New York,NY 10001 LARRY PITT & ASSOCIATES BY: Neil S. Kerzner, Esquire Attorney for Plaintiff � M MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANTS, E-mail: meredith.schilling @zurichna.com HER INVESTORS, LLC and Attorney I.D. No.: 308164 SK REALTY MANAGEMENT HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance in the above captioned matter on behalf of Defendant, HER INVESTORS, LLC, regarding the above-captioned matter. Respectfully Submitted, HENDRZAK& LLOYD M 'REDITH C. CHI SQUIRE Attorney for Defendants, HER Investors, LLC and SK Realty Management MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANTS, E-mail: meredith.schilling @zurichna.com HER INVESTORS, LLC and Attorney I.D. No.: 308164 SK REALTY MANAGEMENT HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED DEMAND FOR A JURY TRIAL Twelve (12) members, exclusive of alternates, are hereby demanded by Defendant HER INVESTORS, LLC. Respectfully Submitted, HENDRZAK& LLOYD t 114 M REDITH C. SCHIL ING, SQUIRE Attorney for Defendants, HER Investors, LLC and SK Realty Management , MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANTS, E-mail: meredith.schilling @zurichna.com HER INVESTORS, LLC and Attorney I.D. No.: 308164 SK REALTY MANAGEMENT HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED CERTIFICATE OF SERVICE I, MEREDITH SCHILLING, ESQUIRE, hereby certify that a true and correct copy of the foregoing Entry of Appearance and Jury Trial Demand, were served via first class U.S. Mail, postage prepaid, upon the following on January 10, 2014: Neil Kerzner, Esquire Gary N. Stewart, Esquire Larry Pitt& Associates, P.C. Diane B. Carvell, Esquire 1918 Pine Street Rawle and Henderson Philadelphia, PA 19103 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 HENDRZAK& LLOYD A. , 111), MEREDITH C. SCHILLING, SQUIRE Attorney for Defendants, HER INVESTORS, LLC and SK REALTY MANAGEMENT A PI: THOildTA 2°111 J� 2 Am tL( MEREDITH C. SCHILLING, ESQUIRE cU�"� �R ATT Kf E�' FOR DEFENDANT, ����' E-mail: meredith.schilling @zurichna.com ` ��t MANAGEMENT AND Attorney I.D.No.: 308164 V OTORS, LLC HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED REPLY OF DEFENDANTS, SK REALTY MANAGEMENT, LLP AND HER INVESTORS,LLC, TO THE CROSS-CLAIM OF DEFENDANT,ARNOLD LOGISTICS LLC Defendants, SK Realty Management, LLP (improperly identified as "SK Realty Management" in the Plaintiff's Complaint) and HER Investors, LLC (hereinafter referred to as "Answering Defendants"), by and through their counsel, Hendrzak& Lloyd, hereby files their Answer to the Cross-Claim of Defendant, Arnold Logistics LLC and in support thereof avers the following: CROSS-CLAIM PURSUANT TO PA. R.C.P. 1031.1 30. Answering Defendants hereby incorporate by reference their Answers to the Plaintiff's Complaint with New Matter and Cross-Claims as though the same were more fully set forth herein at length. 31. Denied. The averments contained in this paragraph are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(e). WHEREFORE, Defendants, SK Realty Management, LLP and HER Investors, LLC, herein respectfully request that this Honorable Court enter judgment in their favor and award such other costs, fees, interest and relief as the Court deems appropriate. HENDRZAK& LLOYD C. MEREDITH C. CHILL G, QUIRE Attorney for Defendants, HER Investors, LLC and SK Realty Management DATE: January 17, 2014 MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D. No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED CERTIFICATE OF SERVICE I, Meredith C. Schilling, Esquire, hereby certify that on this 17th day of January, 2014, I served a true and correct copy of the foregoing REPLY OF DEFENDANTS, SK REALTY MANAGEMENT, LLP AND HER INVESTORS, LLC, TO THE CROSS-CLAIM OF DEFENDANT, ARNOLD LOGISTICS LLC on the following persons listed below via first class United States mail, postage prepaid: Attorneys for Plaintiff Neil Kerzner, Esquire Larry Pitt& Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorneys for Co-Defendant Arnold Logistics,LLC Gary N. Stewart, Esquire Diane B. Carvell, Esquire Rawle & Henderson LLP 240 N. 3rd Street Payne Shoemaker Building, 9th Floor Harrisburg, PA 17101 Respectfully submitted, HENDRZAK & LLOYD 71/ttAtPtt MEREDITH C. SC LLIN ESQUIRE Attorneys for Defendants, SK REALTY MANAGEMENT AND HER INVESTORS, LLC Date: January 17, 2014 i" • ._ O F:1 r t9 T i Ti: l , ' t '.Us 3 TAT,' To: Dwayne Brooks '' • 03 You are hereby notified to file a written `I � � - ^,`r:1 CO L,',3! ' response to the enclosed Defendant's � 1 Answer with New Matter within twenty (20) days form service hereof, or a judgment may be entered against you. fklAidta C• . c Meredith C. Schilling, Esquire Attorney for Defendant MEREDITH C. SCHILLING, ESQUIRE ATTORNEYS FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D. No.: 308164 AND HER INVESTORS, LLC HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC, NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED ANSWER OF DEFENDANTS, SK REALTY MANAGEMENT AND HER INVESTORS, LLC, TO PLAINTIFF'S COMPLAINT WITH NEW MATTER AND NEW MATTER CROSSCLAIM PURSUANT TO PENNSYLVANIA RULE OF CIVIL PROCEDURE 1031.1 AND NOW, this 17 day of January, 2014, comes Defendants, SK Realty Management and HER Investors, LLC (hereinafter referred to as "Answering Defendants"), by and through their counsel, Hendrzak& Lloyd, and hereby answers the allegations of Plaintiff's Complaint as follows: z � ANSWER 1. Admitted in part and denied in part. Answering Defendants believe and aver that Plaintiff is an adult individual. After reasonable investigation, Answering Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining averments contained in this paragraph, and they are, therefore, deemed denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). 2. Denied as stated. Rather, it is admitted that Defendant HER Investors, LLC, was a Delaware limited liability company, had a place of business c/o SK Realty Management which maintained offices at 708 Third Avenue, 14th Floor,New York,New York. 3. Denied as stated. Rather, it is admitted that Defendant SK Realty Management is a New Jersey Limited Liability Partnership which maintains offices at 247 W. 30th Street, 11th Floor,New York,New York. 4. Denied. The allegations contained in this paragraph are addressed to Defendants other than Answering Defendants and therefore no response is required. 3. (sic) Denied. To the extent the averments contained in paragraph 3 (sic) of the Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 3 (sic) of the Plaintiff's Complaint are directed to the Answering Defendants, said averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(e). 4. (sic) Denied. To the extent that the averments contained in paragraph 4 (sic) of the Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 4 (sic) of the Complaint are directed to the Answering Defendants, it is denied that SK Realty Management owned, controlled, managed, maintained and/or leased the premises located at 40 East Main Street,New Kingston, Cumberland County, Commonwealth of Pennsylvania on or about December 6, 2011. It is further denied that that HER Investors, LLC owned, controlled, managed, maintained and/or leased the premises located at 40 East Main Street,New Kingston, Cumberland County, Commonwealth of Pennsylvania on or about December 6, 2011. In fact, upon information and belief, HER Investors LP as successor, by conversion, to HER Investors, LLC, owned, controlled, managed maintained and/or leased the premises located at 40 East Main Street,New Kingston, Cumberland County, Commonwealth of Pennsylvania on or about December 6, 2011. The remaining averments of this paragraph are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(e). 5. Denied. To the extent that the averments contained in paragraph 5 of the Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 5 of the Complaint are directed to the Answering Defendants, after reasonable investigation, Answering Defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c) and 1029(e). It is specifically denied that Answering Defendants acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. 6. Denied. To the extent that the averments contained in paragraph 6 of the Plaintiff s Complaint are directed to Defendants other than Answering Defendants, no responsive + r pleading is required and said averments are denied. To the extent that the averments contained in paragraph 6 of the Complaint are directed to the Answering Defendants, Answering Defendants incorporate by reference the response in Paragraph 4 (sic) above as fully as though the same were set forth herein. By way of further answer, all averments of agency are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). The Plaintiff has not indicated the identity of any person alleged to have been an agent, workman, servant, or employee of Answering Defendants and therefore, the averments must be denied. 7. Denied. To the extent that the averments contained in paragraph 7 of the Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 7 of the Complaint are directed to the Answering Defendants, the averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(e). It is specifically denied that Answering Defendants acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. 8. Denied. To the extent the averments of paragraph 8 of Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 8 of Plaintiff's Complaint are directed to Answering Defendants, Answering Defendants incorporate by reference the response in Paragraph 4 (sic) above as fully as though the same were set forth herein. The remaining averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(e). r � 9. (a. —k.) Denied. To the extent the averments of paragraph 9 of Plaintiffs Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 9 and its subparts (a)—(k) of Plaintiff's Complaint are directed to Answering Defendants, after reasonable investigation, Answering Defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c) and 1029(e). It is specifically denied that Answering Defendants acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. 10. Denied. To the extent the averments of paragraph 10 of Plaintiff's Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 10 of Plaintiffs Complaint are directed to Answering Defendants, after reasonable investigation, Answering Defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). 11. Denied. To the extent the averments of paragraph 11 of Plaintiffs Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 11 of Plaintiffs Complaint are directed to Answering Defendants, after reasonable investigation, Answering Defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). It is specifically denied that Answering Defendants acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. 12. Denied. After reasonable investigation, Answering defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). 13. Denied. To the extent the averments of paragraph 13 of Plaintiffs Complaint are directed to Defendants other than Answering Defendants, no responsive pleading is required and said averments are denied. To the extent that the averments contained in paragraph 13 of Plaintiffs Complaint are directed to Answering Defendants, after reasonable investigation, Answering Defendants are without information or knowledge sufficient to admit or deny any of said averments and those averments are denied pursuant to Pennsylvania Rule of Civil Procedure 1029(c). It is specifically denied that Answering Defendants acted in a negligent and/or careless manner, whatsoever, and strict proof thereof is demanded at trial. WHEREFORE, the Defendants, SK Realty Management and HER Investors, LLC,pray that Plaintiffs Complaint be dismissed with prejudice and respectfully request that judgment be rendered wholly in favor of Defendants and against Plaintiff, together with interest, costs, and other such relief that this Honorable Court deems appropriate. NEW MATTER 14. Answering Defendants incorporate by reference their responses to paragraphs one (1) through thirteen(13) inclusive, as fully as though the same were here set forth herein at length. 15. Plaintiff's Complaint fails to state a claim or cause of action for which relief may be granted. 16. It is averred that the appropriate Statue of Limitations has elapsed since the accrual of the causes of action and the institution of suit. The instant action is thus barred by the applicable Statue of Limitations. 17. Plaintiff's claims are barred in that some or all of Plaintiff's damages, which damages are denied, are not causally related to this alleged incident, and/or were pre-existing in nature. 18. At all times, Answering Defendants acted reasonably and appropriately. 19. If an accident occurred in the manner alleged by the Plaintiff, then such accident occurred as a result of the negligence of the Plaintiff, and under the terms of the Comparative Negligence Act of 1976, 42 Pa. C.S.A. 7102 et seq.,the Plaintiff is not entitled to recover from Answering Defendants or the recovery is to be reduced in accordance with the terms of the aforesaid act. 20. Answering Defendants claim all immunities and defenses available to it under the provisions of the Pennsylvania Motor Vehicle Financial Responsibility Act as set forth in 75 Pa. C.S.A. § 1701 et seq. 21. Plaintiff's injuries were not proximately caused by Answering Defendant's conduct as alleged in the Complaint. 22. No act, action or omission on the part of the Answering Defendants was the proximate cause of Plaintiff's alleged injuries or damages. 23. If it is judicially determined that the Plaintiff suffered any injuries and/or damages as a result of the accident as alleged in Plaintiff's Complaint then such damages were proximately caused by the negligence of the Plaintiff himself 24. Answering Defendants had no notice of any condition on the premises or any area or thing under its control that constituted a danger or hazard to any persons. 25. Answering Defendants did not breach any duty owed to Plaintiff 26. If Plaintiff actually sustained the damages, injuries, and losses alleged in the Complaint, such were caused or substantially contributed to by her in that she failed to exercise ordinary and reasonable care for his own protection and safety under the circumstances. 27. If the Plaintiff suffered any injuries/damages as alleged, they were caused solely and primarily by Plaintiff's own carelessness, recklessness, negligence, or contributory negligence. 28. The negligence of Plaintiff either bars his right to recover completely, or reduces his claim under the doctrine of comparative negligence. 29. Plaintiff's claims may be barred in whole or in part by Plaintiff's failure to mitigate damages. 30. The damages and/or injuries complained of by Plaintiff pre-existed, are unrelated to, or were sustained subsequent to the accident which the subject of Plaintiffs Complaint. 31. Plaintiff's claims may be barred, in whole or in part, by the doctrines of laches, collateral estoppel, res judicata, release, assumption of risk, waiver, and/or all statute of limitation provisions. 32. By the actions at the date, time and place stated in Plaintiff's Civil Action Complaint, the Plaintiff did assume the risk of any and all injuries or damages which she is alleged to have suffered. 33. Plaintiff's own acts constituted a superseding, intervening cause of his damages, injuries, and losses. 34. Any alleged occurrence complained of by Plaintiff, said occurrence being specifically denied by Answering Defendants, was the result of unavoidable accident or sudden emergency. 35. Answering Defendants believe and aver that if the incident referred to in Plaintiff's Complaint occurred as alleged, which is specifically denied, then said incident and all alleged damages resulting therefrom were caused solely and exclusively as a result of the actions and/or omissions of other persons, parties or entities over whom Answering Defendants had no control or right of control and whose actions and/or omissions constitute intervening and/or superseding causes of liability. 36. Answering Defendants assert all of the defenses available to it under the Workers' Compensation Laws and avers that Plaintiff's remedies are limited exclusively thereto and the present action is barred. 37. On November 7, 1988 the Pennsylvania Supreme Court promulgated amended Pennsylvania Rule of Civil Procedure 238, hereinafter"Rule 238"with an immediate effective date. Rule 238, on its face and as applied violates the due process and equal protection clauses of the Fourteenth Amendment to the United States Constitution; 42 U.S.C.A. Section 1983 of the Civil Rights Acts; Article I, Sections 1, 6, 11, 26; and Article IV, Section 10(c) of the Pennsylvania Constitution. If there is a judicial determination that Rule 238 is constitutional, then liability for any interest imposed by this rule should be suspended during the period of time that Plaintiff fails to convey to the Defendant a settlement demand figure, delays in responding to discovery, delays in producing requests made by the Defendant, and as a result of any delay, the Plaintiff should be estopped from obtaining interest because of any violation of the discovery rules. 38. Answering Defendants reserve the right to rely on all additional defenses which become available during discovery or at trial, and to amend and add such additional defenses to this set of defenses as the discovered facts warrant. WHEREFORE, the Defendants, SK Realty Management and HER Investors, LLC, pray that Plaintiff's Complaint be dismissed with prejudice and respectfully request that judgment be rendered wholly in favor of Defendants and against Plaintiff, together with interest, costs, and other such relief that this Honorable Court deems appropriate. DEFENDANTS, SK REALTY MANAGEMENT AND HER INVESTORS, LLC,NEW MATTER CROSS-CLAIM PURSUANT TO PA R.C.P. 1031.1 AGAINST CO-DEFENDANT ARNOLD LOGISTICS, LLC COUNT I 39. Answering Defendants incorporate by reference their responses to paragraphs one (1) through thirty-nine (39) inclusive, as fully as though the same were here set forth herein at length. 40. Answering Defendants believe and aver that if the incident referred to in Plaintiff's Complaint occurred as alleged, which is specifically denied, then said incident and all alleged damages resulting therefrom occurred solely and exclusively as a result of the negligent actions and/or omissions of co-Defendant. 41. The negligent actions and/or omissions of co-Defendant are set forth in paragraph 9 and its subparts (a)-(k) of Plaintiff's Complaint,the averments of which are incorporated herein by reference, but only in so far as they are directed to co-Defendant. 42. Answering Defendants believe and aver that co-Defendant is: (1) solely liable on the underlying cause of action; or, (2) liable to or with Answering Defendants on any cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the underlying cause of action is based. WHEREFORE, Defendants, SK Realty Management and HER Investors, LLC, demand judgment in its favor for contribution and/or indemnity against co-Defendant Arnold Logistics LLC for all sums paid by Answering Defendant to Plaintiff as a result of verdict or settlement and attorney's fees, costs and interest. COUNT II 43. Answering Defendants incorporate by reference their responses to paragraphs one (1) through forty-three (43) inclusive, as fully as though the same were set forth herein at length. 44. On or about December 22, 2005, a Single Tenant Industrial Net Lease (hereinafter referred to as "Lease Agreement") was entered into between The Hershey Company (Landlord) and Arnold Logistics, LLC (Tenant). A true and correct copy of the Lease Agreement is attached hereto and marked as Exhibit"A". 45. Sometime on or after December 22, 2005, Defendant HER Investors, LLC succeeded to the interests of The Hershey Company as the Landlord under the terms and provisions of the Lease Agreement. A true and correct copy of the First Amendment to the Lease Agreement is attached hereto and marked as Exhibit"B". 46. Sometime on or after December 22, 2005, HER Investors LP, a Delaware limited partnership formerly known as HER Investors, LLC, succeeded to the interests of The Hershey Company as the Landlord under the terms and provisions of the Lease Agreement. A true and correct copy of the Second Amendment to the Lease Agreement is attached hereto and marked as Exhibit"C". 47. Pursuant to Article 10 of the Lease Agreement entitled "Indemnification" Tenant agreed that"none of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any person in or about the Premises from any cause whatsoever" and"tenant shall protect, indemnify and hold the Landlord Entities harmless from and against any and all loss, claims, liability or costs...incurred by reason of...any injury (including but not limited to death) to any person occurring in, on or about the Premises to the extent that such injury or damage shall be caused by or arise from any actual or alleged at, neglect, fault or omission by or of any Tenant or any Tenant entity". 48. Answering Defendants believe and aver that if the incident referred to in Plaintiff's Complaint occurred as alleged, which is specifically denied, then said incident and all alleged damages resulting therefrom are of the kind and character to fall completely within the scope of the terms and provisions of Article 10 of the Lease Agreement such that co-Defendant is required to defend, indemnify and hold Answering Defendants harmless from Plaintiff's claims. 49. Answering Defendants believe and aver that co-Defendant is: (1) solely liable on the underlying cause of action; or, (2) liable to or with Answering Defendants on any cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the underlying cause of action is based. WHEREFORE, Defendants, SK Realty Management and HER Investors, LLC, demand judgment in its favor for contribution and/or indemnity against co-Defendant Arnold Logistics LLC for all sums paid by Answering Defendant to Plaintiff as a result of verdict or settlement and attorney's fees, costs and interest. COUNT III 50. Pursuant to Article 11 of the Lease Agreement entitled"Insurance" co-Defendant, Arnold Logistics LLC, as Tenant, agreed to "keep in force throughout the Term...insurance policy or polices to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000 per occurrence...covering bodily injury and property damage liability." 51. Answering Defendants believe and aver that if the incident referred to in Plaintiffs Complaint occurred as alleged, which is specifically denied, then said incident and all alleged damages resulting therefrom are of the kind and character as to fall completely within the scope of the terms and provisions of Article 11 such that they are entitled to the provision of insurance coverage for defense and indemnification against potential liability. 52. Co-Defendant has failed and/or refused to provide the requisite insurance coverage against liability and defense costs foreseen for Answering Defendants to incur in breach of co-Defendant's obligations under Article 11 of the Lease Agreement. y � 53. Answering Defendants believe and aver that co-Defendant is: (1) solely liable on the underlying cause of action; or, (2) liable to work with Answering Defendants on any cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the underlying cause of action is based. 54. Answering Defendants hereby tender their complete defense and indemnity to co- Defendant Arnold Logistics LLC. WHEREFORE, Defendants, SK Realty Management and HER Investors, LLC, demand judgment in its favor for contribution and/or indemnity against co-Defendant Arnold Logistics LLC for all sums paid by Answering Defendant to Plaintiff as a result of verdict or settlement and attorney's fees, costs and interest. Respectfully submitted, HENDRZAK& LLOYD EREDITH C. SCHIL G, QUIRE Attorneys for Defendants, SK REALTY MANAGEMENT AND HER INVESTORS, LLC Date: January 17, 2014 MEREDITH C. SCHILLING,ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling@zurichna.com SK REALTY MANAGEMENT Attorney I.D.No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley,Pennsylvania 18034 (610)709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 -CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED VERIFICATION I, Sam Kirschenbaum, hereby state that I am an authorized representative of the Defendants, SK Realty Management, LLP and HER Investors,LLC,parties in this action and verify that the statements made in the foregoing document are true and correct to the best of my knowledge, information and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unswom falsification to authorities. Date: J 1 /,,,L Sam Kirschenbaum MEREDITH C. SCHILLING, ESQUIRE ATTORNEY FOR DEFENDANT, E-mail: meredith.schilling @zurichna.com SK REALTY MANAGEMENT Attorney I.D. No.: 308164 HENDRZAK& LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS CUMBERLAND COUNTY COURT OF COMMON PLEAS v. HER INVESTORS, LLC; NO.: 136763 - CIVIL SK REALTY MANAGEMENT and ARNOLD LOGISTICS TRIAL BY JURY OF 12 DEMANDED CERTIFICATE OF SERVICE I, Meredith C. Schilling, Esquire, hereby certify that on this 17th day of January, 2014, I served a true and correct copy of the foregoing ANSWER OF DEFENDANTS, SK REALTY MANAGEMENT AND HER INVESTORS, LLC, TO PLAINTIFF'S COMPLAINT WITH NEW MATTER AND NEW MATTER CROSSCLAIM PURSUANT TO PENNSYLAVANIA RULE OF CIVIL PROCEDURE 1031.1 on the following persons listed below via first class United States mail,postage prepaid: Attorneys for Plaintiff Neil Kerzner, Esquire Larry Pitt& Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorneys for Co-Defendant Arnold Logistics,LLC Gary N. Stewart, Esquire Diane B. Carvell, Esquire Rawle & Henderson LLP 240 N. 3rd Street Payne Shoemaker Building, 9th Floor Harrisburg, PA 17101 Respectfully submitted, HENDRZAK& LL D MEREDITH C. SCH L , ESQUIRE Attorneys for Defendants, SK REALTY MANAGEMENT AND HER INVESTORS, LLC Date: January 17, 2014 LEASE The Hershey Company, a Delaware corporation, Landlord, and Arnold Logistics,LLC Tenant CH2 20183954.3 TABLE OF CONTENTS Page 1. U SE AND RESTRICTIONS ON USE 1 2. TERM 1 3. RENT 2 4. TAXES 2 5. SECURITY DEPOSIT 3 6. ALTERATIONS 3 7. REPAIR 4 8. LIENS 5 9. ASSIGNMENT AND SUBLETTING 5 10. INDEMNIFICATION 7 11. INSURANCE 7 12. WAIVER OF SUBROGATION 8 13. SERVICES AND UTILITIES 8 14. HOLDING OVER 8 15. SUBORDINATION 8 16. RULES AND REGULATIONS 8 17. REENTRY BY LANDLORD 8 18. DEFAULT 9 19. REMEDIES 9 20. TENANT'S BANKRUPTCY OR INSOLVENCY 19 21. QUIET ENJOYMENT 13 22. CASUALTY 13 23. EMINENT DOMAIN 14 24. SALE BY LANDLORD 14 25. ESTOPPEL CERTIFICATES 14 26. SURRENDER OF PREMISES 15 27. NOTICES 15 28. TAXES PAYABLE BY TENANT 15 29. DEFINED TERMS AND HEADINGS 16 30. TENANT'S AUTHORITY 16 31. FINANCIAL STATEMENTS AND CREDIT REPORTS 16 32. COMMISSIONS 16 33. TIME AND APPLICABLE LAW 16 34. SUCCESSORS AND ASSIGNS 16 35. ENTIRE AGREEMENT 16 36. EXAMINATION NOT OPTION 16 -i- CH2 20183954.3 TABLE OF CONTENTS (continued) Page 37. RECORDATION 16 38. LIMITATION OF LANDLORD'S LIABILITY 17 39. EXTENSION OPTION 17 EXHIBIT A--PREMISES 1 EXHIBIT B--INITIAL ALTERATIONS 1 EXHIBIT C—COMMENCEMENT DATE MEMORANDUM 1 EXHIBIT D—RULES AND REGULATIONS 1 -ii- CH2 20183954.3 SINGLE TENANT INDUSTRIAL NET LEASE REFERENCE PAGES BUILDING: 40 East Main Street,New Kingstown,PA 17013 LANDLORD: The Hershey Company,a Delaware corporation LANDLORD'S ADDRESS: 100 Crystal A Drive Hershey,PA 17033 WIRE INSTRUCTIONS AND/OR ADDRESS FOR Bank: Citibank,N.A.,New York,NY RENT PAYMENT: ABA Routing Number: 021-000-089 Beneficiary Name: The Hershey Company Account Number: 00033662 LEASE REFERENCE DATE: December 1,2005 TENANT: Arnold Logistics,LLC TENANT'S NOTICE ADDRESS: 4410 Industrial Park Road Camp Hill,PA 17011 (a)As of beginning of Term: (b)Prior to beginning of Term(if different): PREMISES ADDRESS: 40 East Main Street New Kingstown,PA 17013 BUILDING RENTABLE AREA: Approximately 424,000 sq.ft.being the entire rentable area of the Building(for outline of Premises see Exhibit USE: Receiving,storing,shipping and selling(other than at retail)products,materials and merchandise made and/or distributed by Tenant and/or Tenant's customers and for no other use or purpose. EARLY ACCESS DATE: December 1,2005 COMMENCEMENT DATE: January 1,2006 TERM OF LEASE: Nine(9)months beginning on the Commencement Date and ending on the Termination Date. TERMINATION DATE: September 30,2006 (Subject to extension as provided in Section 39) ANNUAL RENT and MONTHLY INSTALLMENT OF RENT(Article 3): Period Rentable Square Annual Rent Annual Rent Monthly Installment from through Footage Per Square Foot of Rent 1/1/2006 9/30/2006 424,000 $3.00 $1,272.000.00 $106,000.00 10/1/2006 11/30/2006 424,001 $3.25 $1,378,003.25 5114,833.60 `)( iii Initials CH2 20183954.3 SECURITY DEPOSIT: N/A ASSIGNMENT/SUBLETTING FEE $500.00 REAL ESTATE BROKER DUE COMMISSION: CB Richard Ellis TENANT'S SIC CODE: AMORTIZATION RATE: 8% The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Pages information and the Lease,the Lease shall control. This Lease includes Exhibits A through D,all of which are made a part of this Lease. LANDLORD: TENANT: The Hershey Company,a Delaware corporation Arnold Logistics,LLC By: Name: 1c.PlY--1 t . i,1('J1 —1)012,3 1)0i2, )ce L ti c Title: ;V V, (-111,6 Pav1 f l,i-J I Le/ Title: ? (f e S ; 0 Dated: /2 /2 2 ,206 S Dated: I / 2 / ,20 0 S �=a iv Initials CH2 20183954.3 LEASE By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Building as set forth and described on the Reference Pages(the"Premises"). The Reference Pages,including all terms defined thereon,are incorporated as part of this Lease. 1. USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for the purposes set forth on the Reference Pages. Tenant shall not allow the Premises to be used for any improper,immoral,unlawful,or objectionable purpose,or commit any waste. Tenant shall not do,permit or suffer in,on,or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall comply with all governmental laws,ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land,caused or permitted by,or resulting only from the specific use by,Tenant,or in or upon,or in connection with,the Premises,all at Tenant's sole expense;provided, however,nothing contained herein shall require the Tenant to undertake any such obligations if such obligations would be required to be complied with even if Landlord had not leased the Premises. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of,invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof. Landlord reserves the right to use the roof and exterior walls of the Building and the grounds of the Premises,without payment to Tenant,for any purpose which does not materially interfere with Tenant's use of the Property. 1.2 Tenant shall not,and shall not direct,suffer or permit any of its agents,contractors,employees,licensees or invitees(collectively,the"Tenant Entities")to at any time handle,use,manufacture,store or dispose of in or about the Premises or the Building any(collectively"Hazardous Materials")flammables,explosives,radioactive materials,hazardous wastes or materials,toxic wastes or materials,or other similar substances,petroleum products or derivatives or any substance subject to regulation by or under any federal,state and local laws and ordinances relating to the protection of the environment or the keeping,use or disposition of environmentally hazardous materials,substances,or wastes,presently in effect or hereafter adopted,all amendments to any of them,and all rules and regulations issued pursuant to any of such laws or ordinances(collectively"Environmental Laws"),nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws,in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing,Tenant may handle, store,use or dispose of products containing small quantities of Hazardous Materials(such as aerosol cans containing insecticides,toner for copiers,paints,paint remover and the like)to the extent customary and necessary for the use of the Premises for general office purposes;provided that Tenant shall always handle,store,use,and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect,defend,indemnify and hold each and all of the Landlord Entities(as defined in Article 29)harmless from and against any and all loss,claims,liability or costs(including court costs and attorney's fees)incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws,or the presence,handling,use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity(even though permissible under all applicable Environmental Laws or the provisions of this Lease),or by reason of any actual or asserted failure of Tenant to keep,observe,or perform any provision of this Section 1.2. 2. TERM. 2.1 The Term of this Lease shall begin on the date("Commencement Date")which shall be the later of the scheduled Commencement Date as shown on the Reference Pages and the date that Landlord shall tender possession of the Premises to Tenant,and shall terminate on the date as shown on the Reference Pages("Termination Date"),unless sooner terminated by the provisions of this Lease. Landlord shall tender possession of the Premises with all the work,if any,to be performed by Landlord pursuant to Exhibit B to this Lease substantially completed. Tenant shall deliver a punch list of items not completed within thirty(30)days after Landlord tenders possession of the Premises and Landlord agrees to proceed with due diligence to perform its obligations regarding such items. Tenant shall,at Landlord's request,execute and deliver a memorandum agreement provided by Landlord in the form of Exhibit C attached hereto,setting forth the actual Commencement Date,Termination Date and,if necessary,a revised rent schedule. Should Tenant fail to do so within thirty (30)days after Landlord's request,the information set forth in such memorandum provided by Landlord shall be conclusively presumed to be agreed and correct. CH2 20183954.3 2.2 Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Early Access Date for any reason,Landlord shall not be liable for any damage resulting from such inability,but Tenant shall not be liable for any rent until the time when Landlord can,after notice to Tenant,deliver possession of the Premises to Tenant No such failure to give possession on the Early Access Date shall affect the other obligations of Tenant under this Lease,except that if Landlord is unable to deliver possession of the Premises within thirty(30)days after the Early Access Date,Tenant shall have the option to terminate this Lease by notice to Landlord prior to delivery of possession of the Premises unless said delay is as a result of: (a)Tenant's failure to agree to plans and specifications and/or construction cost estimates or bids;(b)Tenant's request for materials,finishes or installations other than Landlord's standard except those,if any,that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord;(c)Tenant's change in any plans or specifications;or,(d)performance or completion by a party employed by Tenant(each of the foregoing,a "Tenant Delay"). If any delay is the result of a Tenant Delay,the Commencement Date and the payment of rent under this Lease shall be accelerated by the number of days of such Tenant Delay. 2.3 Landlord shall permit Tenant,and Tenant's agents,employees and contractors,to enter the Premises on or after the Early Access Date for purposes of fixturing and fitting out the Premises for Tenant's use,such entry,and any other permitted use or occupancy prior to the Commencement Date,shall be subject to all the provisions of this Lease other than the payment of rent,including,without limitation,Tenant's compliance with the insurance requirements of Article 11. 3. RENT. 3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly Installment of Rent then in effect on or before the first day of each full calendar month during the Term,except that the first full month's rent shall be paid upon the execution of this Lease. The Monthly Installment of Rent in effect at any time shall be one-twelfth(1/12)of the Annual Rent in effect at such time. Rent for any period during the Term which is less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon the number of days in such month. Said rent shall be paid to Landlord,without deduction or offset and without notice or demand,at the Rent Payment Address,as set forth on the Reference Pages,or to such other person or at such other place as Landlord may from time to time designate in writing. If an Event of Default occurs,Landlord may require by notice to Tenant that all subsequent rent payments be made by an automatic payment from Tenant's bank account to Landlord's account,without cost to Landlord. Tenant must implement such automatic payment system prior to the next scheduled rent payment or within ten(10)days after Landlord's notice,whichever is later. Unless specified in this Lease to the contrary,all amounts and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed additional rent. 3.2 Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative expense to Landlord,the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this Lease,a late charge shall be imposed in an amount equal to the greater of: (a)Fifty Dollars($50.00),or(b)six percent (6%)of the unpaid rent or other payment. The amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for each successive month until paid. The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due,nor do the terms of this Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this Lease in the event said rent or other payment is unpaid after date due. 4. TAXES. 4.1 Tenant shall pay as additional rent, 1/12th per month of all Taxes incurred on the Building during the Term. (For example,if the total taxes incurred on the Building during the applicable tax year total$36,000,the Tenant shall pay as additional rent$3,000/month.) Taxes shall be defined as real estate taxes and any other taxes,charges and assessments which are levied with respect to the Building or the land appurtenant to the Building,or with respect to any improvements,fixtures and equipment or other property of Landlord,real or personal,located in the Building and used in connection with the operation of the Building and said land,any payments to any ground lessor in reimbursement of tax payments made by such lessor;and all fees,expenses and costs incurred by Landlord in investigating,protesting,contesting or in any way seeking to reduce or avoid increase in any assessments,levies or the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year provided such fees,expenses and costs shall not exceed the actual tax savings allocated to Tenant. Taxes shall not include any corporate franchise,or estate,inheritance or net income tax,or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28. 2 CH2 201 83954.3 4.2 Prior to the actual determination thereof,Landlord may from time to time estimate Tenant's liability for Taxes under Section 4.1,Article 6 and Article 28 for the lease year or portion thereof. Landlord will give Tenant written notification of the amount of such estimate and Tenant agrees that it will pay,by increase of its Monthly Installments of Rent due in such lease year,additional rent in the amount of such estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.2 shall remain in effect until further written notification to Tenant pursuant hereto. 4.3 When the above mentioned actual determination of Tenant's liability for Taxes is made in any lease year and when Tenant is so notified in writing,then: 4.3.1 If the total additional rent Tenant actually paid pursuant to Section 4.2 is less than Tenant's liability for Taxes,then Tenant shall pay to Landlord as additional rent in one lump sum within thirty(30)days of receipt of Landlord's bill therefor such deficiency;and 4.3.2 If the total additional rent Tenant actually paid pursuant to Section 4.2 is more than Tenant's liability for Taxes,then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 4,or,if the Lease has terminated,refund the difference in cash. 4.4 If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Tenant's Iiability for Taxes for the year in which said Date occurs shall be prorated based upon a three hundred sixty-five (365)day year. 4.5 Even though the Term has expired and Tenant has vacated the Premises,when the final determination is made of Tenant's liability for Taxes for the year in which the Lease terminated,Tenant shall pay any difference due over the estimated Taxes paid;and conversely any overpayment,less any amounts due Landlord under this Lease,shall be rebated to Tenant. 5. SECURITY DEPOSIT. Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms,covenants and conditions of this Lease to be kept and performed by Tenant and not as an advance rental deposit or as a measure of Landlord's damage in case of Tenant's default. If Tenant defaults with respect to any provision of this Lease,Landlord may use any part of the Security Deposit for the payment of any rent or any other sum in default,or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default,or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion is so used,Tenant shall within five(5)days after written demand therefor,deposit with Landlord an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Except to such extent,if any,as shall be required by law,Landlord shall not be required to keep the Security Deposit separate from its general funds,and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it,the Security Deposit or any balance thereof shall be returned to Tenant at such time after termination of this Lease when Landlord shall have determined that all of Tenant's obligations under this Lease have been fulfilled. 6. ALTERATIONS. 6.1 Except for those,if any,specifically provided for in Exhibit B to this Lease,and the fact that the Tenant is going to remove some of the current racking at the Premises,Tenant shall not make or suffer to be made any alterations, additions,or improvements,including,but not limited to,the attachment of any fixtures or equipment in,on,or to the Premises or any part thereof or the making of any improvements as required by Article 7,without the prior written consent of Landlord. The Landlord consents to the Tenant's removal of some of the racking,and Tenant agrees that the Tenant shall replace and/or restore such racking at the end of the Term. When applying for such consent,Tenant shall,if requested by Landlord,furnish complete plans and specifications for such alterations,additions and improvements.Landlord's consent shall not be unreasonably withheld or delayed with respect to alterations which(i)are not structural in nature,(ii)are not visible from the exterior of the Building,(iii)do not affect or require modification of the Building's electrical,mechanical, plumbing,HVAC or other systems,and(iv)in aggregate do not cost more$5.00 per rentable square foot of that portion of the Premises affected by the alterations in question. 6.2 In the event Landlord consents to the making of any such alteration,addition or improvement by Tenant, the same shall be made by using either Landlord's contractor or a contractor reasonably approved by Landlord,in either event at Tenant's sole cost and expense. If Tenant shall employ any contractor other than Landlord's contractor and such 3 CH2 20183954.3 other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier,Tenant shall be responsible for and hold Landlord harmless from any and all delays,damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage,hours,terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee not to exceed five percent(5%)of the cost of such work to cover its overhead as it relates to such proposed work,plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof,with all such amounts being due five(5)days after Landlord's demand. 6.3 All alterations,additions or improvements proposed by Tenant shall be constructed in accordance with all government laws,ordinances,rules and regulations,using Building standard materials where applicable,and Tenant shall, prior to construction,provide the additional insurance required under Article 11 in such case,and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof,including but not limited to,notices of non-responsibility,waivers of lien,surety company performance bonds and funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from any mechanic's,materialmen's or other liens. Landlord may,as a condition to its consent to any particular alterations or improvements,require Tenant to deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the cost of removing such alterations or improvements and restoring the Premises,to the extent required under Section 26.2 7. REPAIR. 7.1 Landlord shall have no obligation to alter,remodel,improve,repair,decorate or paint the Premises,except as specified in Exhibit B if attached to this Lease and Section 7.6 below or as otherwise provided for herein. By taking possession of the Premises,Tenant accepts them as being in good order,condition and repair and in the condition in which Landlord is obligated to deliver them,except as set forth in the punch list to be delivered pursuant to Section 2.1. It is hereby understood and agreed that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant,except as specifically set forth in this Lease. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. 7.2 Except for those obligations expressly undertaken by Landlord pursuant to Section 7.6 below,Tenant shall at its own cost and expense keep and maintain all parts of the Premises in good condition,promptly making all necessary repairs and replacements,whether structural(except as provided in Section 7.6 below)or non-structural,ordinary or extraordinary,with materials and workmanship of the same character,kind and quality as the original(including,but not limited to,repair and replacement of all fixtures installed by Tenant,water heaters serving the Premises,windows,glass and plate glass,doors,exterior stairs,skylights,any special office entries,interior walls and finish work,floors and floor coverings,heating and air conditioning systems,electrical systems and fixtures,sprinkler systems,dock boards,truck doors, dock bumpers,parking lots,driveways,landscaping,rail tracks serving the Premises,plumbing work and fixtures,and performance of regular removal of trash and debris). Tenant as part of its obligations hereunder shall keep the Premises in a clean and sanitary condition. Tenant will,as far as possible keep all such parts of the Premises from deterioration due to ordinary wear and from falling temporarily out of repair,and upon termination of this Lease in any way Tenant will yield up the Premises to Landlord in good condition and repair,loss by fire or other casualty excepted(but not excepting any damage to glass). 7.3 Except as provided in Article 22,there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs,alterations or improvements in or to any portion of the Building or the Premises or to fixtures,appurtenances and equipment in the Building. Except to the extent,if any,prohibited by law,Tenant waives the right to make repairs at Landlord's expense under any law,statute or ordinance now or hereafter in effect. 7.4 Notwithstanding anything provided herein to the contrary,Landlord and Tenant agree that Tenant does not need and shall not use the heating ventilation and air conditioning("HVAC")systems or the refrigeration systems located at the Premises. Except in the case of repairs or replacements resulting from a negligent act or omission of Tenant,Tenant's employees,agents,invitees,subtenants or contractors which repairs or replacements shall be Tenant's obligation,neither Landlord nor Tenant shall have any obligation to maintain,repair or replace such systems. 7.5 Landlord shall coordinate any repairs and other maintenance of any railroad tracks serving the Building and,if Tenant uses such rail tracks,Tenant shall reimburse Landlord or the railroad company from time to time upon 4 CH2 20183954.3 demand,as additional rent,for the costs of such repair and maintenance and for any other sums specified in any agreement to which Landlord or Tenant is a party respecting such tracks. 7.6 Landlord shall have no repair or maintenance obligations whatsoever reearding the Premises,except that Landlord shall keep in good order and repair the roof,foundation,footings,structural steel,and structural integrity of the exterior walls of the building(s)on the Premises.Without limiting the foregoing obligations,Tenant shall provide written notice to Landlord of the necessity of roof repairs.Landlord shall,except in the event of an emergency roof repair where Landlord shall respond to Tenant within twenty-four(24)hours and commence such repair as soon as reasonably practicable, commence such repair within thirty(30)days. Notwithstanding anything contained herein to the contrary,in the event of an emergency such that Tenant's product is being damaged and will continue to be damaged unless immediate repairs are undertaken,Tenant agrees to contact Landlord and discuss the situation and the necessary repairs,but Landlord agrees that the Tenant shall be permitted to undertake such immediate repairs as are necessary to protect Tenant's product until Landlord is able to finalize more permanent repairs.Landlord shall reimburse Tenant for such immediate repairs. In the event Landlord fails to comply with this obligation,Tenant shall have the right of self-help and Landlord shall be responsible for the expense of the repairs incurred by Tenant;provided,Tenant shall not proceed with self help,if Landlord is disputing,in good faith,the necessity for such repair. 7.7 Notwithstanding anything to the contrary provided in Section 7.2,the cost of all Capital Repairs/Replacements(as hereinafter defined)to the Premises shall(i)be paid by Tenant to Landlord on a monthly basis,as additional Rent,at the same time and in the same manner that the Monthly Installment of Rent is due and payable hereunder, if Landlord performs or pays for the work for the Capital Repairs/Replacements,or(ii)be paid by Tenant,if Tenant performs or pays for the work for the Capital Repair/Replacement in which event Landlord shall reimburse Tenant for Landlord's share,as determined in accordance with Section 7.7.1 below,of such work upon the completion of same. 7.7.1 The cost to Tenant of a Capital Repair/Replacement shall be the cost of the Capital Repair/Replacement multiplied by a fraction,the numerator of which is the number of months remaining on the Term of this Lease(including any options to extend the Lease that have,in fact,been exercised by Tenant),and the denominator of which is the total useful life of the Capital Repair/Replacement measured in months(as determined by Landlord in accordance with GAAP);Landlord shall be responsible for the remaining costs of the Capital Repair/Replacement. Tenant shall pay to Landlord on a monthly basis(by taking the Tenant's share'f such costs and dividing it by the then remaining months in the Term)in the same manner that the Monthly Installment of Rent is due for its share of any and all Capital Repairs/Replacements that are performed by Landlord. 7.7.2 For purposes of this Section 7.7,the term"Capital Repair/Replacement"shall mean repairs and replacements to the Premises within Tenant's obligations under Section 7.2,which(i)exceed Forty Thousand Dollars ($40,000)per occurrence,(ii)would be a capitalized expenditure under GAAP,(iii)would have a useful life of over two(2) years,(iv)in the case of repair or replacement which is voluntarily undertaken by Tenant and is not,or exceeds the scope, necessary for Tenant's continued use of the Premises,have been approved by Landlord,which approval shall not be unreasonably withheld,conditioned or delayed,and(iv)exclude repairs or replacements resulting from a negligent act or omission of Tenant,Tenant's employees,agents,invitees,subtenants or contractors or a breach by Tenant of its obligations under this Lease. 8. LIENS. Tenant shall keep the Premises,the Building and appurtenant land and Tenant's leasehold interest in the Premises free from any liens arising out of any services,work or materials performed,furnished,or contracted for by Tenant, or obligations incurred by Tenant. In the event that Tenant fails,within ten(10)days following the imposition of any such lien,to either cause the same to be released of record or provide Landlord with insurance against the same issued by a major title insurance company or such other protection against the same as Landlord shall accept(such failure to constitute an Event of Default),Landlord shall have the right to cause the same to be released by such means as it shall deem proper,including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be payable to it by Tenant within five(5)days Landlord's demand 9. ASSIGNMENT AND SUBLETTING. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law,or permit the use or occupancy of the Premises by anyone other than Tenant,and shall not make,suffer or permit such ass ignment,subleasing or occupancy without the prior written consent of Landlord,such consent not to be unreasonably withheld,and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet,or permit such occupancy of,the Premises,or 5 CH2 20183954.3 any portion thereof,or assign this Lease,Tenant shall give written notice thereof to Landlord at least sixty(60)days but no more than one hundred twenty(120)days prior to the proposed commencement date of such subletting or assignment,which notice shall set forth the name of the proposed subtenant or assignee,the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9? Notwithstanding any assignment or subletting,permitted or otherwise,Tenant shall at all times remain directly,primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms,provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet,Landlord,in addition to any other remedies provided in this Lease or provided by law,may,at its option,collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease,and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. 9.3 In addition to Landlord's right to approve of any subtenant or assignee,Landlord shall have the option,in its sole discretion,in the event of any proposed subletting or assignment,to terminate this Lease,or in the case of a proposed subletting of less than the entire Premises,to recapture the portion of the Premises to be sublet,as of the date the subletting or assignment is to be effective. The option shall be exercised,if at all,by Landlord giving Tenant written notice given by Landlord to Tenant within thirty(30)days following Landlord's receipt of Tenant's written notice as required above. However,if Tenant notifies Landlord,within five(5)days after receipt of Landlord's termination notice,that Tenant is rescinding its proposed assignment or sublease,the termination notice shall be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section,the Term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises,the rent to be paid from time to time during the unexpired Term shall abate proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall,at Tenant's own cost and expense,discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells,sublets,assigns or transfers this Lease,Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent(100%)of any Increased Rent(as defined below),less the Costs Component(as defined below),when and as such Increased Rent is received by Tenant. As used in this Section,"Increased Rent"shall mean the excess of(i)all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease,over(ii)the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing,any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The"Costs Component"is that amount which,if paid monthly, would fully amortize on a straight-line basis,over the entire period for which Tenant is to receive Increased Rent,the reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with such sublease, assignment or other transfer. 9.5 Notwithstanding any other provision hereof,it shall be considered reasonable for Landlord to withhold its consent to any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant's notice of the proposed assignment or sublease or the proposed commencement date thereof,there shall exist any uncured default of Tenant or matter which will become a default of Tenant with passage of time unless cured,or if the proposed assignee or sublessee is an entity: (a)with which Landlord is already in negotiation;(b)is already an occupant of the Building unless Landlord is unable to provide the amount of space required by such occupant;(c)is a governmental agency;(d)is incompatible with the character of occupancy of the Building; (e)with which the payment for the sublease or assignment is determined in whole or in part based upon its net income or profits;or(f)would subject the Premises to a use which would: (i)involve increased personnel or wear upon the Building;(ii) violate any exclusive right granted to another tenant of the Building;(iii)require any addition to or modification of the Premises or the Building in order to comply with building code or other governmental requirements;or,(iv)involve a violation of Section 1.2. Tenant expressly agrees that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord,Landlord's refusal to consent to any assignment or sublease for any of the reasons described in this Section 9.5,shall be conclusively deemed to be reasonable. 9.6 Upon any request to assign or sublet,Tenant will pay to Landlord the Assignment/Subletting Fee plus,on demand,a sum equal to all of Landlord's costs,including reasonable attorney's fees,incurred in investigating and 6 CH2 20183954.3 • considering any proposed or purported assignment or pledge of this Lease or sublease of any of the Premises,regardless of whether Landlord shall consent to,refuse consent,or determine that Landlord's consent is not required for,such assignment, pledge or sublease. Any purported sale,assignment,mortgage,transfer of this Lease or subletting which does not comply with the provisions of this Article 9 shall be void. 9.7 Notwithstanding anything in this paragraph 9 to the contrary,Landlord's consent shall not be required with respect to a transfer,assign and/or sublease to a party purchasing more than fifty percent(50%)of the ownership in Tenant, or more than fifty percent(50%)of the assets of Tenant so long as(i)such transfer was made for a legitimate,independent business purpose and not for the purpose of transferring this Lease,(ii)the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles(exclusive of goodwill)at least equal to the net worth of Tenant immediately prior to such transfer(exclusive of goodwill,but in no event shall the value of such goodwill be in excess of $25,000,000),and(iii)proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten(10)days prior to the effective date of any such transfer. Furthermore,and notwithstanding anything contained in this Paragraph 9 to the contrary,the Landlord agrees and acknowledges that the Tenant is entering into a warehouse service agreement("Warehouse Agreement")with Quaker Sales and Distribution,Inc.("QSDI")on or about the date hereof. Pursuant to the terms and conditions of that Warehouse Agreement,QSDI is required,in some cases,to assume the Tenant's lease obligations under this Lease and permitted,in some cases,to assume this Lease. The provisions of the Warehouse Agreement outlining when such assumption is required and/or permitted has been provided to and approved by the Landlord and the Landlord agrees that in the event of the occurrence of such events,the Lease shall be assumed by QSDI,and QSDI shall be responsible for all such obligations. 10. INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any person in or about the Premises by or from any cause whatsoever (including without limiting the foregoing,rain or water leakage of any character from the roof,windows,walls,basement, pipes,plumbing works or appliances,the Premises not being in good condition or repair,gas,fire,oil,electricity or theft), except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. Tenant shall protect,indemnify and hold the Landlord Entities harmless from and against any and all loss,claims,liability or costs(including court costs and attorney's fees)incurred by reason of(a)any damage to any property(including but not limited to property of any Landlord Entity)or any injury(including but not limited to death)to any person occurring in,on or about the Premises to the extent that such injury or damage shall be caused by or arise from any actual or alleged act,neglect,fault,or omission by or of Tenant or any Tenant Entity to meet any standards imposed by any duty with respect to the injury or damage;(b)the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c)Tenant's failure to comply with any and all governmental laws,ordinances and regulations applicable to the condition or use of the Premises or its occupancy;or(d)any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such termination. 11. INSURANCE. 11.1 Tenant shall keep in force throughout the Term:(a)a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000 per occurrence and not less than$2,000,000 in the annual aggregate,or such larger amount as Landlord may prudently require from time to time,covering bodily injury and property damage liability and$1,000,000 products/completed operations aggregate;(b)Business Auto Liability covering owned,non-owned and hired vehicles with a limit of not less than $1,000,000 per accident;(c)insurance protecting against liability under Worker's Compensation Laws with limits at least as required by statute with Employers Liability with limits of$1,000,000 each accident,$1,000,000 disease policy limit, $1,000,000 disease--each employee;(d)All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant's alterations,additions,improvements,carpeting,floor coverings,panelings,decorations,fixtures,inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and,(e)Business Interruption Insurance with limit of liability representing loss of at least approximately six(6)months of income. 11.2 The aforesaid policies shall(a)be provided at Tenant's expense;(b)name the Landlord Entities as additional insureds(General Liability)and loss payee(Property—Special Form);(c)be issued by an insurance company with a minimum Best's rating of"A:VII"during the Term;and(d)provide that said insurance shall not be canceled unless thirty (30)days prior written notice(ten days for non-payment of premium)shall have been given to Landlord;a certificate of 7 CH2 20183954.3 Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty(30)days prior to each renewal of said insurance. 11.3 Whenever Tenant shall undertake any alterations,additions or improvements in,to or about the Premises ("Work")the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work,without limitation including liability under any applicable structural work act,and such other insurance as Landlord shall require;and the policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work. 12. WAIVER OF SUBROGATION. So long as their respective insurers so permit,Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss insured by fire,extended coverage,All Risks or other insurance now or hereafter existing for the benefit of the respective party but only to the extent of the net insurance proceeds payable under such policies. Each party shall obtain any special endorsements required by their insurer to evidence compliance with the aforementioned waiver. 13. SERVICES AND UTILITIES. Tenant shall pay for all water,gas,heat,light,power,telephone,sewer,sprinkler system charges and other utilities and services used on or from the Premises,together with any taxes,penalties,and surcharges or the like pertaining thereto and any maintenance charges for utilities. Tenant shall furnish all electric light bulbs,tubes and ballasts,battery packs for emergency lighting and fire extinguishers. Tenant will not,without the written consent of Landlord,contract with a utility provider to service the Premises with any utility,including,but not limited to, telecommunications,electricity,water,sewer or gas,which is not previously providing such service to the Building. Landlord shall in no event be liable for any interruption or failure of utility services on or to the Premises. 14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate("Holdover Rate")which shall be Two Hundred Percent(200%)of the greater of(a)the amount of the Annual Rent for the last period prior to the date of such termination plus all Rent Adjustments under Article 4;and(b)the then market rental value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration and other terms,in either case,prorated on a daily basis,and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord's election to such effect,such holding over shall constitute renewal of this Lease for a period from month to month or one(I) year,whichever shall be specified in such notice,in either case at the Holdover Rate,but if the Landlord does not so elect,no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination;and instead,a tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any event,no provision of this Article 14 shall be deemed to waive Landlord's right of reentry or any other right under this Lease or at law. 15. SUBORDINATION. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination,this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on,against or affecting the Building,Landlord's interest or estate in the Building,or any ground or underlying lease;provided,however,that if the lessor,mortgagee,trustee,or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease be superior to any such instrument,then, by notice to Tenant,this Lease shall be deemed superior,whether this Lease was executed before or after said instrument. Notwithstanding the foregoing,Tenant covenants and agrees to execute and deliver within ten(10)days of Landlord's request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. 16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all the rules and regulations as set forth in Exhibit D to this Lease and all reasonable modifications of and additions to them from time to time put into effect by Landlord. 17. REENTRY BY LANDLORD. 17.1 Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same,to show said Premises to prospective purchasers,mortgagees or tenants,and to alter,improve or repair the Premises and any portion of the Building,without abatement of rent,and may for that purpose erect,use and maintain scaffolding,pipes,conduits and other necessary structures and open any wall,ceiling or floor in and through the Building and Premises where reasonably required by the character of the work to be performed,provided entrance to the Premises shall not be blocked thereby,and further provided that the business of Tenant shall not be interfered with unreasonably.Landlord shall have the right at any time to change the name,number or designation by which the Building is commonly known. Tenant hereby waives any 8 CH2 20183954.3 • claim for damages for any injury or inconvenience to or interference with Tenant's business,any loss of occupancy or quiet enjoyment of the Premises,and any other loss occasioned by any action of Landlord authorized by this Article 17. 17.2 For each of the aforesaid purposes,Landlord shall at all times have and retain a key with which to unlock all of the doors in the Premises,excluding Tenant's vaults and safes or special security areas(designated in advance),and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency to obtain entry to any portion of the Premises. As to any portion to which access cannot be had by means of a key or keys in Landlord's possession,Landlord is authorized to gain access by such means as Landlord shall elect and the cost of repairing any damage occurring in doing so shall be borne by Tenant and paid to Landlord within five(5)days of Landlord's demand. 18. DEFAULT. 18.1 Except as otherwise provided in Article 20,the following events shall be deemed to be Events of Default under this Lease: 18.1.1 Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this Lease,whether such sum be any installment of the rent reserved by this Lease,any other amount treated as additional rent under this Lease,or any other payment or reimbursement to Landlord required by this Lease,whether or not treated as additional rent under this Lease,and such failure shall continue for a period of five(5)days after written notice that such payment was not made when due,but if any such notice shall be given,for the twelve(12)month period commencing with the date of such notice,the failure to pay within five(5)days after due any additional sum of money becoming due to be paid to Landlord under this Lease during such period shall be an Event of Default,without notice. 18.1.2 Tenant shall fail to comply with any term,provision or covenant of this Lease which is not provided for in another Section of this Article and shall not cure such failure within twenty(20)days(forthwith,if the failure involves a hazardous condition)after written notice of such failure to Tenant provided,however,that such failure shall not be an event of default if such failure could not reasonably be cured during such twenty(20)day period,Tenant has commenced the cure within such twenty(20)day period and thereafter is diligently pursuing such cure to completion,but the total aggregate cure period shall not exceed ninety(90)days. 18.1.3 Tenant shall fail to vacate the Premises immediately upon termination of this Lease,by lapse of time or otherwise,or upon termination of Tenant's right to possession only. 18.1.4 Tenant shall become insolvent,admit in writing its inability to pay its debts generally as they become due,file a petition in bankruptcy or a petition to take advantage of any insolvency statute,make an assignment for the benefit of creditors,make a transfer in fraud of creditors,apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property,or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws,as now in effect or hereafter amended,or any other applicable law or statute of the United States or any state thereof. 18.1.5 A court of competent jurisdiction shall enter an order,judgment or decree adjudicating Tenant bankrupt,or appointing a receiver of Tenant,or of the whole or any substantial part of its property,without the consent of Tenant,or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States,as now in effect or hereafter amended,or any state thereof,and such order,judgment or decree shall not be vacated or set aside or stayed within sixty(60)days from the date of entry thereof. 19. REMEDIES. 19.1 Except as otherwise provided in Article 20,upon the occurrence of any of the Events of Default described or referred to in Article 18,Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever,concurrently or consecutively and not alternatively: 19.1.1 Landlord may,at its election,terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. 19.1.2 Upon any termination of this Lease,whether by lapse of time or otherwise,or upon any termination of Tenant's right to possession without termination of the Lease,Tenant shall surrender possession and vacate the Premises immediately,and deliver possession thereof to Landlord,and Tenant hereby grants to Landlord full and free Iicense 9 CH2 20183954.3 • to enter into and upon the Premises in such event and to repossess Landlord of the Premises as of Landlord's former estate and to expel or remove Tenant and any others who may be occupying or be within the Premises and to remove Tenant's signs and other evidence of tenancy and all other property of Tenant therefrom without being deemed in any manner guilty of trespass,eviction or forcible entry or detainer,and without incurring any liability for any damage resulting therefrom,Tenant waiving any right to claim damages for such re-entry and expulsion,and without relinquishing Landlord's right to rent or any other right given to Landlord under this Lease or by operation of law. 19.1.3 Upon any termination of this Lease,whether by lapse of time or otherwise,Landlord shall be entitled to recover as damages,all rent,including any amounts treated as additional rent under this Lease,and other sums due and payable by Tenant on the date of termination,plus as liquidated damages and not as a penalty,an amount equal to the sum of: (a)an amount equal to the then present value of the rent reserved in this Lease for the residue of the stated Term of this Lease including any amounts treated as additional rent under this Lease and all other sums provided in this Lease to be paid by Tenant,minus the fair rental value of the Premises for such residue;(b)the value of the time and expense necessary to obtain a replacement tenant or tenants,and the estimated expenses described in Section 19.1.4 relating to recovery of the Premises,preparation for reletting and for reletting itself;and(c)the cost of performing any other covenants which would have otherwise been performed by Tenant. l 9.1.4 Upon any termination of Tenant's right to possession only without termination of the Lease: 19.1.4.1 Neither such termination of Tenant's right to possession nor Landlord's taking and holding possession thereof as provided in Section 19.1.2 shall terminate the Lease or release Tenant,in whole or in part,from any obligation,including Tenant's obligation to pay the rent,including any amounts treated as additional rent,under this Lease for the full Term,and if Landlord so elects Tenant shall continue to pay to Landlord the entire amount of the rent as and when it becomes due,including any amounts treated as additional rent under this Lease,for the remainder of the Term plus any other sums provided in this Lease to be paid by Tenant for the remainder of the Term. 19.1.4.2 Landlord shall use commercially reasonable efforts to relet the Premises or portions thereof to the extent required by applicable law. Landlord and Tenant agree that nevertheless Landlord shall at most be required to use only the same efforts Landlord then uses to lease premises in the Building generally and that in any case that Landlord shall not be required to give any preference or priority to the showing or leasing of the Premises or portions thereof over any other space that Landlord may be leasing or have available and may place a suitable prospective tenant in any such other space regardless of when such other space becomes available and that Landlord shall have the right to relet the Premises for a greater or lesser term than that remaining under this Lease,the right to relet only a portion of the Premises,or a portion of the Premises or the entire Premises as a part of a larger area,and the right to change the character or use of the Premises. In connection with or in preparation for any reletting,Landlord may,but shall not be required to,make repairs, alterations and additions in or to the Premises and redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall pay the cost thereof,together with Landlord's expenses of reletting,including,without limitation,any commission incurred by Landlord,within five(5)days of Landlord's demand. Landlord shall not be required to observe any instruction given by Tenant about any reletting or accept any tenant offered by Tenant unless such offered tenant has a credit- worthiness acceptable to Landlord and leases the entire Premises upon terms and conditions including a rate of rent(after giving effect to all expenditures by Landlord for tenant improvements,broker's commissions and other leasing costs)all no less favorable to Landlord than as called for in this Lease,nor shall Landlord be required to make or permit any assignment or sublease for more than the current term or which Landlord would not be required to permit under the provisions of Article 9. 19.1.4.3 Until such time as Landlord shall elect to terminate the Lease and shall thereupon be entitled to recover the amounts specified in such case in Section 19.1.3,Tenant shall pay to Landlord upon demand the full amount of all rent,including any amounts treated as additional rent under this Lease and other sums reserved in this Lease for the remaining Term,together with the costs of repairs,alterations,additions,redecorating and Landlord's expenses of reletting and the collection of the rent accruing therefrom(including reasonable attorney's fees and broker's commissions),as the same shall then be due or become due from time to time,less only such consideration as Landlord may have received from any reletting of the Premises;and Tenant agrees that Landlord may file suits from time to time to recover any sums falling due under this Article 19 as they become due. Any proceeds of reletting by Landlord in excess of the amount then owed by Tenant to Landlord from time to time shall be credited against Tenant's future obligations under this Lease but shall not otherwise be refunded to Tenant or inure to Tenant's benefit. 19.2 Upon the occurrence of an Event of Default,Landlord may(but shall not be obligated to)cure such default at Tenant's sole expense. Without limiting the generality of the foregoing,Landlord may, at Landlord's option,enter into 10 CH2 20183954.3 and upon the Premises if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain,repair or replace anything for which Tenant is responsible under this Lease or to otherwise effect compliance with its obligations under this Lease and correct the same,without being deemed in any manner guilty of trespass,eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant's business resulting therefrom and Tenant agrees to reimburse Landlord within five(5)days of Landlord's demand as additional rent,for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease,plus interest from the date of expenditure by Landlord at the Wall Street Journal prime rate. 19.3 Tenant understands and agrees that in entering into this Lease,Landlord is relying upon receipt of all the Annual and Monthly Installments of Rent to become due with respect to all the Premises originally leased hereunder over the full Initial Term of this Lease for amortization,including interest at the Amortization Rate. For purposes hereof,the "Concession Amount"shall be defined as the aggregate of all amounts forgone or expended by Landlord as free rent under the lease,under Exhibit B hereof for construction allowances(excluding therefrom any amounts expended by Landlord for Landlord's Work,as defined in Exhibit B),and for brokers'commissions payable by reason of this Lease. Accordingly, Tenant agrees that if this Lease or Tenant's right to possession of the Premises leased hereunder shall be terminated as of any date("Default Termination Date")prior to the expiration of the full Initial Term hereof by reason of a default of Tenant,there shall be due and owing to Landlord as of the day prior to the Default Termination Date,as rent in addition to all other amounts owed by Tenant as of such Date,the amount("Unamortized Amount")of the Concession Amount determined as set forth below;provided,however,that in the event that such amounts are recovered by Landlord pursuant to any other provision of this Article 19,Landlord agrees that it shall not attempt to recover such amounts pursuant to this Paragraph 19.3. For the purposes hereof,the Unamortized Amount shall be determined in the same manner as the remaining principal balance of a mortgage with interest at the Amortization Rate payable in level payments over the same length of time as from the effectuation of the Concession concerned to the end of the full Initial Term of this Lease would be determined. The foregoing provisions shall also apply to and upon any reduction of space in the Premises,as though such reduction were a termination for Tenant's default,except that(i)the Unamortized Amount shall be reduced by any amounts paid by Tenant to Landlord to effectuate such reduction and(ii)the manner of application shall be that the Unamortized Amount shall first be determined as though for a full termination as of the Effective Date of the elimination of the portion,but then the amount so determined shall be multiplied by the fraction of which the numerator is the rentable square footage of the eliminated portion and the denominator is the rentable square footage of the Premises originally leased hereunder;and the amount thus obtained shall be the Unamortized Amount. 19.4 If,on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions of this Lease,it shall become necessary or appropriate for Landlord to employ or consult with an attorney or collection agency concerning or to enforce or defend any of Landlord's rights or remedies arising under this Lease or to collect any sums due from Tenant,Tenant agrees to pay all costs and fees so incurred by Landlord,including,without limitation,reasonable attorneys'fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A)TRIAL BY JURY;AND(B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS LEASE. 19.5 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or any other remedies provided by law(all such remedies being cumulative),nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms,provisions and covenants contained in this Lease. 19.6 No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises,and no agreement to terminate this Lease or accept a surrender of said Premises shall be valid,unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms,provisions and covenants contained in this Lease shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms,provisions and covenants contained in this Lease. Landlord's acceptance of the payment of rental or other payments after the occurrence of an Event of Default shall not be construed as a waiver of such Default,unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon an Event of Default shall not be deemed or construed to constitute a waiver of such Default or of Landlord's right to enforce any such remedies with respect to such Default or any subsequent Default. 19.7 To secure the payment of all rentals and other sums of money becoming due from Tenant under this Lease, Landlord shall have and Tenant grants to Landlord a first lien upon the leasehold interest of Tenant under this Lease,which lien may be enforced in equity,and a continuing security interest upon all goods,wares, equipment,fixtures,furniture, inventory,accounts,contract rights,chattel paper and other personal property of Tenant situated on the Premises,and such 11 CH2 20183954.3 property shall not be removed therefrom without the consent of Landlord until all arrearages in rent as well as any and all other sums of money then due to Landlord under this Lease shall first have been paid and discharged. Upon the occurrence of an Event of Default,Landlord shall have,in addition to any other remedies provided in this Lease or by law,all rights and remedies under the Uniform Commercial Code,including without limitation the right to sell the property described in this Section 19.7 at public or private sale upon five(5)days'notice to Tenant. Tenant shall execute all such financing statements and other instruments as shall be deemed necessary or desirable in Landlord's discretion to perfect the security interest hereby created. 19.8 Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law,to which Tenant is or may be entitled,may be handled,removed and/or stored,as the case may be,by or at the direction of Landlord but at the risk,cost and expense of Tenant,and Landlord shall in no event be responsible for the value,preservation or safekeeping thereof. Tenant shall pay to Landlord,upon demand,any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord's possession or under Landlord's control. Any such property of Tenant not retaken by Tenant from storage within thirty(30)days after removal from the Premises shall,at Landlord's option,be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without further payment or credit by Landlord to Tenant. 19.9 If more than one(1)Event of Default occurs during the Term or any extension thereof,Tenant's extension options,expansion options,purchase options and rights of first offer and/or refusal,if any are provided for in this Lease,shall be null and void. 20. TENANT'S BANKRUPTCY OR INSOLVENCY. 20.1 If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time(each a "Debtor's Law"): 20.1.1 Tenant,Tenant as debtor-in-possession,and any trustee or receiver of Tenant's assets(each a "Tenant's Representative")shall have no greater right to assume or assign this Lease or any interest in this Lease,or to sublease any of the Premises than accorded to Tenant in Article 9,except to the extent Landlord shall be required to permit such assumption,assignment or sublease by the provisions of such Debtor's Law. Without limitation of the generality of the foregoing,any right of any Tenant's Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to the conditions that: 20.1.1.1 Such Debtor's Law shall provide to Tenant's Representative a right of assumption of this Lease which Tenant's Representative shall have timely exercised and Tenant's Representative shall have fully cured any default of Tenant under this Lease. 20.1.1.2 Tenant's Representative or the proposed assignee,as the case shall be,shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of:(a)three(3)months'rent and other monetary charges accruing under this Lease;and(b)any sum specified in Article 5;and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation,such assurances shall include,at least,in the case of assumption of this Lease,demonstration to the satisfaction of the Landlord that Tenant's Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant's Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease;and,in the case of assignment,submission of current financial statements of the proposed assignee,audited by an independent certified public accountant reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenant's obligations under this Lease. 20.1.1.3 The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises,as shall be the case,will not breach any provision in any other lease,mortgage,financing agreement or other agreement by which Landlord is bound. 20.1.1.4 Landlord shall have,or would have had absent the Debtor's Law,no right under Article 9 to refuse consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned. 12 CH2 20183954.3 • 21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant,while paying the rental and performing its other covenants and agreements contained in this Lease,shall peaceably and quietly have,hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons,nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance. 22. CASUALTY 22.1 Landlord shall maintain all insurance policies deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection,preservation or operation of the Premises,including by not limited to,standard fire and extended coverage insurance covering the Premises in an amount not less than ninety percent(90%)of the replacement cost thereof insuring against the perils of fire and lightning and including extended coverage or,at Landlord's option,all risk coverage and,if Landlord so elects,earthquake,flood and wind coverages and Tenant shall pay,as additional rent,the cost of such policies upon demand by Landlord. Such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as a loss payee thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. Notwithstanding anything in the foregoing to the contrary,Landlord shall permit Tenant to obtain and maintain the casualty insurance described above so long as Landlord is named as a primary insured,Landlord's lender is named as loss payee and the coverage otherwise complies with the requirements of Section 11.2 above and the requirements of Landlord's lender. 22.2 In the event the Premises or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be materially restored within one hundred twenty(120)days,Landlord shall forthwith repair the same and this Lease shall remain in full force and effect,except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within thirty(30)days from the date of such damage,Landlord shall notify Tenant,in writing,of Landlord's reasonable estimation of the length of time within which material restoration can be made,and Landlord's determination shall be binding on Tenant. For purposes of this Lease,the Building or Premises shall be deemed"materially restored"if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.3 If such repairs cannot,in Landlord's reasonable estimation,be made within one hundred twenty(120)days, Landlord and Tenant shall each have the option of giving the other,at any time within sixty(60)days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice,this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease,then Landlord shall repair or restore such damage,this Lease continuing in full force and effect,and the rent hereunder shall be proportionately abated as provided in Section 22.2. Notwithstanding anything contained herein to the contrary,in the event of damages by fire or other casualty during the last sixty(60)days of this Lease,Landlord and Tenant shall each have the option of giving the other,at any time within thirty(30)days after such damage,notice terminating this Lease as of the date of such damage. 22.4 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings,decorations,partitions,additions,railings,ceilings,floor coverings,office fixtures or any other property or improvements installed on the Premises by,or belonging to,Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.5 In the event that Landlord should fail to complete such repairs and material restoration within sixty(60) days after the date estimated by Landlord therefor as extended by this Section 22.5,Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord,within fifteen(15)days after the expiration of said period of time,whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term;provided,however, that if construction is delayed because of changes,deletions or additions in construction requested by Tenant,strikes,lockouts, casualties,Acts of God,war,material or labor shortages,government regulation or control or other causes beyond the 13 • CH2 20183954.3 • reasonable control of Landlord,the period for restoration,repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22:6 Notwithstanding anything to the contrary contained in this Article: (a)Landlord shall not have any obligation whatsoever to repair,reconstruct,or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last sixty(60)days of the Term or any extension thereof,but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen(15)days after receipt of Landlord's notice;and(b)in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness,then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen(15)days after such requirement is made by any such holder,whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.7 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22,it shall be Tenant's responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith,at its sole cost and expense,such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request. 23. EMINENT DOMAIN. If all or any substantial part of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain,or conveyance in lieu of such appropriation,either party to this Lease shall have the right,at its option,of giving the other,at any time within thirty(30)days after such taking,notice terminating this Lease,except that Tenant may only terminate this Lease by reason of taking or appropriation,if such taking or appropriation shall be so substantial as to materially interfere with Tenant's use and occupancy of the Premises. If neither party to this Lease shall so elect to terminate this Lease,the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition to the rights of Landlord above,if any substantial part of the Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof,and regardless of whether the Premises or any part thereof are so taken or appropriated,Landlord shall have the right,at its sole option,to terminate this Lease. Landlord shall be entitled to any and all income,rent,award,or any interest whatsoever in or upon any such sum,which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums,other than any separate award which may be made with respect to Tenant's trade fixtures and moving expenses;Tenant shall make no claim for the value of any unexpired Term. 24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Building,the same shall operate to release Landlord from any future liability upon any of the covenants or conditions,expressed or implied,contained in this Lease in favor of Tenant,and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth in this Article 24,this Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease,Landlord may transfer or deliver said security,as such,to Landlord's successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security. 25. ESTOPPEL CERTIFICATES. Within ten(10)days following any written request which Landlord may make from time to time,Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a)the date of commencement of this Lease;(b)the fact that this Lease is unmodified and in full force and effect (or,if there have been modifications to this Lease,that this Lease is in full force and effect,as modified,and stating the date and nature of such modifications);(c)the date to which the rent and other sums payable under this Lease have been paid;(d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant's statement;and(e)such other matters as may be requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee,beneficiary or purchaser,and Tenant shall be liable for all loss,cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within such ten(10)day period Landlord or Landlord's beneficiary or agent may execute and deliver such certificate on Tenant's behalf,and that such certificate shall be fully binding on Tenant. 14 CH2 20183954.3 26. SURRENDER OF PREMISES. 26.1 Tenant shall arrange to meet Landlord for two(2)joint inspections of the Premises,the first to occur at least thirty(30)days(but no more than sixty(60)days)before the last day of the Term,and the second to occur not later than forty-eight(48)hours after Tenant has vacated the Premises. In the event of Tenant's failure to arrange such joint inspections and/or participate in either such inspection,Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. 26.2 All alterations,additions,and improvements in,on,or to the Premises made or installed by or for Tenant, including carpeting(collectively,"Alterations"),shall be and remain the property of Tenant during the Term. Upon the expiration or sooner termination of the Term,all Alterations shall become a part of the realty and shall belong to Landlord without compensation,and title shall pass to Landlord under this Lease as by a bill of sale. At the end of the Term or any renewal or extension of the Term or other sooner termination of this Lease,Tenant will peaceably deliver up to Landlord possession of the Premises,together with all Alterations by whomsoever made,in the same conditions received or first installed,broom clean and free of all debris,excepting only ordinary wear and tear and damage by fire or other casualty. Notwithstanding the foregoing,if Landlord elects by notice given to Tenant at least ten(10)days prior to expiration of the Term,Tenant shall,at Tenant's sole cost,remove any Alterations,including carpeting,so designated by Landlord's notice, and repair any damage caused by such removal. Tenant must,at Tenant's sole cost,remove upon termination of this Lease, any and all of Tenant's furniture,furnishings,movable partitions of less than full height from floor to ceiling and other trade fixtures and personal property(collectively,"Personalty"). Personalty not so removed shall be deemed abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a bill of sale,but Tenant shall remain responsible for the cost of removal and disposal of such Personalty,as well as any damage caused by such removal. In lieu of requiring Tenant to remove Alterations and Personalty and repair the Premises as aforesaid,Landlord may,by written notice to Tenant delivered at least thirty(30)days before the Termination Date,require Tenant to pay to Landlord,as additional rent hereunder,the cost of such removal and repair in an amount reasonably estimated by Landlord. 26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term Upon the expiration or earlier termination of the Term,Tenant shall pay to Landlord the amount,as estimated by Landlord,necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant's obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant,with Tenant being liable for any additional costs upon demand by Landlord,or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant under this Lease. 27. NOTICES. Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient,by fully prepaid registered or certified United States Mail return receipt requested,or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery,and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the Reference Pages,or at such other address as it has then last specified by written notice delivered in accordance with this Article 27,or if to Tenant at either its aforesaid address or its last known registered office or home of a general partner or individual owner,whether or not actually accepted or received by the addressee. Any such notice or document may also be personally delivered if a receipt is signed by and received from,the individual,if any,named in Tenant's Notice Address. 28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid by Tenant under this Lease, Tenant shall reimburse to Landlord,upon demand,any and all taxes payable by Landlord(other than net income taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a)upon,allocable to,or measured by or on the gross or net rent payable under this Lease,including without limitation any gross income tax or excise tax levied by the State,any political subdivision thereof,or the Federal Government with respect to the receipt of such rent;(b)upon or with respect to the possession,leasing,operation,management,maintenance,alteration,repair,use or occupancy of the Premises or any portion thereof,including any sales,use or service tax imposed as a result thereof;(c)upon or measured by the Tenant's gross receipts or payroll or the value of Tenant's equipment,furniture,fixtures and other personal property of Tenant or leasehold improvements,alterations or additions located in the Premises;or(d)upon this transaction or any document to which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises. In addition to the foregoing,Tenant agrees to pay,before delinquency,any and all taxes levied or assessed against Tenant and which become payable during the term hereof upon Tenant's equipment,furniture,fixtures and other personal property of Tenant located in the Premises. 15 CH2 201 83954.3 • 29. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for convenience of reference and shall in no way define,increase,limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following"Landlord Entities",being Landlord, Landlord's investment manager,and the trustees,boards of directors,officers,general partners,beneficiaries,stockholders, employees and agents of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord's trustee,beneficiary,agents and employees,as the case may be. In any case where this Lease is signed by more than one person,the obligations under this Lease shall be joint and several. The terms"Tenant"and"Landlord"or any pronoun used in place thereof shall indicate and include the masculine or feminine,the singular or plural number,individuals,firms or corporations,and their and each of their respective successors,executors,administrators and permitted assigns,according to the context hereof. The term"rentable area"shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant's Proportionate Share shown on the Reference Pages;however,Landlord may adjust either or both figures if there is manifest error,addition or subtraction to the Building or any business park or complex of which the Building is a part,remeasurement or other circumstance reasonably justifying adjustment. The term"Building"refers to the structure in which the Premises are located and the common areas(parking lots,sidewalks,landscaping,etc.)appurtenant thereto. If the Building is part of a larger complex of structures,the term`Building"may include the entire complex,where appropriate(such as shared Direct Expenses or Taxes)and subject to Landlord's reasonable discretion. 30. TENANT'S AUTHORITY. If Tenant signs as a corporation,partnership,trust or other legal entity each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has been and is qualified to do business in the state in which the Building is located,that the entity has full right and authority to enter into this Lease,and that all persons signing on behalf of the entity were authorized to do so by appropriate actions.Tenant agrees to deliver to Landlord, simultaneously with the delivery of this Lease,a corporate resolution,proof of due authorization by partners,opinion of counsel or other appropriate documentation reasonably acceptable to Landlord evidencing the due authorization of Tenant to enter into this Lease. 31. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request,Tenant shall deliver to Landlord a copy,certified by an officer of Tenant as being a true and correct copy,of Tenant's most recent audited financial statement,or,if unaudited,certified by Tenant's chief financial officer as being true,complete and correct in all material respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time,and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report. 32. COMMISSIONS. Each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this Lease,except as described on the Reference Pages. 33. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be governed by the laws of the state in which the Building is located. 34. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9,the terms,covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of the heirs,successors,executors,administrators and assigns of the parties to this Lease. 35. ENTIRE AGREEMENT. This Lease,together with its exhibits,contains all agreements of the parties to this Lease and supersedes any previous negotiations. There have been no representations made by the Landlord or any of its representatives or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties to this Lease. 36. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a reservation of the Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord,and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid to Landlord any security deposit required by Article 5,the first month's rent as set forth in Article 3 and any sum owed pursuant to this Lease. 37. RECORDATION. Tenant shall not record or register this Lease or a short form memorandum hereof without the prior written consent of Landlord,and then shall pay all charges and taxes incident such recording or registration. 16 C112 20183954.3 • 38. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord under this Lease shall be limited to and enforceable only against and to the extent of Landlord's interest in the Building. The obligations of Landlord under this Lease are not intended to be and shall not be personally binding on,nor shall any resort be had to the private properties of,any of its or its investment manager's trustees,directors,officers,partners,beneficiaries,members, stockholders,employees,or agents,and in no case shall Landlord be liable to Tenant hereunder for any lost profits,damage to business,or any form of special,indirect or consequential damages. 39. EXTENSION OPTION. Tenant shall,provided the Lease is in full force and effect and Tenant is not in default under any of the other terms and conditions of the Lease at the time of notification or commencement,have 2 successive option(s)to extend this Lease for a term of one month each,for the portion of the Premises being leased by Tenant as of the date the extension term is to commence,on the same terms and conditions set forth in the Lease,including the Annual Rent and Monthly Installment of Rent as set forth in the Reference Pages. If Tenant elects to exercise said option,then Tenant shall provide Landlord with written notice no later than the date which is sixty(60)days prior to the expiration of the term of this Lease and thirty(30)days prior to the expiration of the fist option term of this Lease. If Tenant fails to provide such notice,Tenant shall have no further or additional right to extend or renew the term of the Lease. As each extension option provided for above is exercised,the number of extension options remaining to be exercised is reduced by one and upon exercise of the second extension option Tenant shall have no further right to extend the term of the Lease. LANDLORD: TENANT: The Hershey Company,a Delaware corporation Arnold Logistics,LLC By: �� By: Name: I9( p)\(l k - +`)i))ite Name: !C )c,S L 14 C k • Title: 5v V" (t11ke' VF N)E )(I d Title: 1 r S G Dated: / Z / 2 - ,206 S Dated: / /2 / ,20 17 CH2 20183954.3 EXHIBIT A—PREMISES attached to and made a part of Lease bearing the Lease Reference Date of December 1,2005 between The Hershey Company,a Delaware corporation,as Landlord and Arnold Logistics,LLC,as Tenant Exhibit A is intended only to show the general layout of the Premises as of the beginning of the Tenn of this Lease. It does not in any way supersede any of Landlord's rights set forth in Article 17 with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not to be scaled;any measurements or distances shown should be taken as approximate. I. . 1 i aaT • f F � � 1 I i ! 1 _ n- . j • • r � f . • I • • • _ '� r... •• _; ..— r 1 ot tiro Initials CH2 20183954.3 EXHIBIT B—INITIAL ALTERATIONS attached to and made a part of Lease bearing the Lease Reference Date of December 1,2005 between The Hershey Company,a Delaware corporation,as Landlord and Arnold Logistics,LLC,as Tenant None Initials CH2 20 18395 4.3 . i EXHIBIT C—COMMENCEMENT DATE MEMORANDUM attached to and made a part of Lease bearing the Lease Reference Date of December 1,2005 between The Hershey Company,a Delaware corporation,as Landlord and Arnold Logistics,LLC,as Tenant COMMENCEMENT DATE MEMORANDUM THIS MEMORANDUM,made as of I X 2,I,20g by and between The Hershey Company,a Delaware corporation("Landlord")and Arnold Logistics,LLC "Tenant"). Recitals: A. Landlord and Tenant are parties to that certain Lease,dated for reference December 1,2005(the"Lease") for certain premises(the"Premises")consisting of approximately 424,000 square feet at the building commonly known as 40 East Main Street,New Kingstown,PA B. Tenant is in possession of the Premises and the Term of the Lease has commenced. C. Landlord and Tenant desire to enter into this Memorandum confirming the Commencement Date,the Termination Date and other matters under the Lease. NOW,THEREFORE,Landlord and Tenant agree as follows: 1. The actual Commencement Date is ////a 0(1 2. The actual Termination Date is C/3G,2,00 t; . 3. The schedule of the Annual Rent and the Monthly Installment of Rent set forth on the Reference Pages is deleted in its entirety,and the following is substituted therefor: [insert rent schedule] 4. Capitalized terms not defined herein shall have the same meaning as set forth in the Lease. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date and year first above written. LANDLORD: TENANT: The Hershey Company,a Delaware corporation Arnold Logistics,LLC By: ■ i By:)(1/1 GtJc t a--e--•--- Il. By: 1 /� Name: /2364'6e)SCI, l( , o'J i iU2 Name: (Dot,)c s Z i- c, V� Title:Th/ 0 I ( J 16 (VP occ)l ,r Title: \j�rS,,c .e w'U C r a Dated: 1212-2- ,2(P S Dated: / ) / / ,20 Ci S ( — C-1 Initials CH2 20183954.3 EXHIBIT D—RULES AND REGULATIONS attached to and made a part of Lease bearing the Lease Reference Date of December 1,2005 between The Hershey Company,a Delaware corporation,as Landlord and Arnold Logistics,LLC,as Tenant 1. No sign,placard,picture,advertisement,name or notice(collectively referred to as"Signs")shall be installed or displayed on any part of the outside of the Building without the prior written consent of the Landlord which consent shall be in Landlord's sole discretion.All approved Signs shall be printed,painted,affixed or inscribed at Tenant's expense by a person or vendor approved by Landlord and shall be removed by Tenant at Tenant's expense upon vacating the Premises. Landlord shall have the right to remove any Sign installed or displayed in violation of this rule at Tenant's expense and without notice. 2. If Landlord objects in writing to any curtains,blinds,shades or screens attached to or hung in or used in connection with any window or door of the Premises or Building,Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything or allow anything to be placed against or near any glass partitions or doors or windows which may appear unsightly,in the opinion of Landlord,from outside the Premises. 3. Tenant shall not alter any lock or other access device or install a new or additional lock or access device or bolt on any door of its Premises without the prior written consent of Landlord_ Tenant,upon the termination of its tenancy,shall deliver to Landlord the keys or other means of access to all doors. 4. If Tenant requires telephone,data,burglar alarm or similar service,the cost of purchasing,installing and maintaining such service shall be borne solely by Tenant No boring or cutting for wires will be allowed without the prior written consent of Landlord.Landlord shall direct electricians as to where and how telephone,data,and electrical wires are to be introduced or installed.The location of burglar alarms,telephones,call boxes or other office equipment affixed to the Premises shall be subject to the prior written approval of Landlord. 5. Tenant shall not place a load upon any floor of its Premises,including mezzanine area,if any,which exceeds the load per square foot that such floor was designed to carry and that is allowed by law.Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute the weight.Landlord will not be responsible for loss of or damage to any such equipment or other property from any cause,and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant 6. Tenant shall not install any radio or television antenna,satellite dish,loudspeaker or other device on the roof or exterior walls of the Building without Landlord's prior written consent which consent shall be in Landlord's sole discretion. 7. Tenant shall not mark,drive nails,screw or drill into the partitions,woodwork,plaster or drywall(except for pictures and general office uses)or in any way deface the Premises or any part thereof. Tenant shall not affix any floor covering to the floor of the Premises or paint or seal any floors in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule. 8. No cooking shall be done or permitted on the Premises,except that Underwriters'Laboratory approved microwave ovens or equipment for brewing coffee,tea,hot chocolate and similar beverages shall be permitted,provided that such equipment and use is in accordance with all applicable federal,state and city laws,codes,ordinances,rules and regulations. 9. Tenant shall not use any hand trucks except those equipped with the rubber tires and side guards,and may use such other material-handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.Forklifts which operate on asphalt areas shall only use tires that do not damage the asphalt. 10. Tenant shall not use the name of the Building or any photograph or other likeness of the Building in connection with or in promoting or advertising Tenant's business except that Tenant may include the Building name in Tenant's address. Landlord shall have the right,exercisable without notice and without liability to any tenant,to change the name and address of the Building. D-1 Initials CH2 20183954.3 11. All trash and refuse shall be contained in suitable receptacles at locations approved by Landlord.Tenant shall not place in the trash receptacles any personal trash or material that cannot be disposed of in the ordinary and customary manner of removing such trash without violation of any law or ordinance governing such disposal. 12. Tenant shall comply with all safety,fire protection and evacuation procedures and regulations established by Landlord or any governing authority. 13. Tenant assumes all responsibility for securing and protecting its Premises and its contents including keeping doors locked and other means of entry to the Premises closed. 14. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord without Landlord's prior written consent. 15. No person shall go on the roof without Landlord's permission. 16. Tenant shall not permit any animals,other than seeing-eye dogs,to be brought or kept in or about the Premises or any common area of the property. 17. Tenant shall not permit any motor vehicles to be washed or mechanical work or maintenance of motor vehicles to be performed on any portion of the Premises or parking lot. 18. These Rules and Regulations are in addition to,and shall not be construed to in any way modify or amend,in whole or in part,the terms,covenants,agreements and conditions of any lease of any premises in the Building. Landlord may waive any one or more of these Rules and Regulations for the benefit of any tenant or tenants,and any such waiver by Landlord shall not be construed as a waiver of such Rules and Regulations for any or all tenants. 19. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security,for care and cleanliness of the Building and for the preservation of good order in and about the Building. Tenant agrees to abide by all such rules and regulations herein stated and any additional rules and regulations which are adopted. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees,agents,clients,customers,invitees and guests. fTHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK! CY- D_2 Initials � CH2 20183954.3 02/12/2007 14:07 FAX /2002/007 FIRST AMENDMENT TO LEASE THIS AMENDMENT,dated as of the 1st day of December,2006 between HER INVESTORS LLC,a Delaware limited liability company,as successor to The Hershey Company,("Landlord")and ARNOLD LOGISTICS,LLC,a Pennsylvania limited liability company("Tenant"), for the premises commonly known.as 40 East Main Street,New Kingstown,Pennsylvania 17013 (the"Premises"). WITNFSSETH: WHEREAS, Landlord and Tenant entered into that certain Lease with a reference date of December 1,2005(the"Lease");and WHEREAS,Landlord and Tenant desire to amend the Lease as more fully set forth below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise specifically set forth herein, all capitalized terms herein shall have the same meaning as set forth in the Lease. 2. Term. The Term of the Lease, scheduled to expire on November 30, 2006, is hereby extended for the period beginning December 1,2006 and ending on November 30, 2011. 3. Reference Pages Amendments, The Reference Pages provisions are hereby amended in the following particulars: (a) Landlord: HER INVESTORS LLC,a Delaware limited liability company. (b) Landlord's Address: c/o SK Realty Management LLP 708 Third Avenue, 14th floor New York,New York Attn: Sam Kirsehenbaum (c) Wire Instructions If by U.S.Mail: and/or address for rent Payment: HER Investors LLC cio East West Bank Commercial Support 1881 West Main Street,2'1 Floor Alhambra,California 91801 Attention: Katy Wong For Deposit to the"CSE Mortgage LLC Deposit Account" Account Number: 80312994 If by Wire Bank: East West Bank Routing Number: 322-070-381 Account Name: "CSE Mortgage LLC Deposit 1 CH2 20192451.5 • (12/12/2007 14:07 Fax f j003/007 Account" Account Number: 80312994 (d) Term of Lease: Seventy One(71)months beginning on the Commencement Date and ending on the Termination Date, (e) Termination Date: November30,2011 (f) Annual Rent and Monthly Installment of Rent(Article 3:) Period Rentallie Square Annuak Rent Annual Rent `14lonthly Installment. from through Footage Per Square Fbot „I of Rent 1/1/2006 9/30'2006 424,000 $3.03 $1,272,000.00 $106.000.00 10''1/2006 11/30/2006 424,000 $3.25 $1,378,000.00 $114,833.33 12/1/2006 11/30/2007 424,000 $4.00 $1,696,000.00 $141.333.33 12/1/2007 I1/30/2008 424,000 $4.08 $1,729,920.00 $144,160.00 12/112008 11/3C12009 424,000 $4.16 $1,764,518.40 $147.043.20 12/1/2009 11/30/2010 424,000 $4.24 $1,799,'1.7 $149,984.06 12/1/201011/30'2011 424,000 $4.32 $1,831,680.00 $152,640.00 4. Repair. Sections 7.7, 7.7.1 and 73.2 of the Lease are hereby deleted in their entirety. Further, the first sentence of Section 7.6 of the Lease is hereby amended by inserting the words, "(including replacement,if necessary)"after the words,"good order and repair." 5. Extension Option. Section 39 of the Lease is hereby deleted in its entirety. 6_ Commission. Landlord shall pay a commission in connection with this Amendment to its broker, CB Richard Ellis,pursuant to a separate agreement between Landlord and CB Richard Ellis. 7. Commencement Date Memorandum. The Commencement Date Memorandum signed in connection with the Lease and dated December 21, 2005 is hereby amended by replacing 9/30/2006 with 11/30/2011 as the actual Termination Date. 8. Exterior Repairs. Upon receipt of documentation confirming the completion of work and full payment by Tenant,Landlord shall reimburse Tenant for amounts expended by Tenant to repair the fire alarm system, in an amount not to exceed $13,500, to repair the sewer pump located inside the "collection pit" on the south side of the Building in an amount not to exceed$14,114, to re-feed electrical service to the guard shack in an amount not to exceed$4,000, and to make needed electrical repairs to the pole lights in an amount not to exceed$4,000 of which$2,000 to be paid by Landlord and S2,000 to be paid by Tenant. 9, This Amendment sets forth the entire agreement between parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. All other terms and conditions of the Lease not herein specifically amended shall remain in full force and effect in accordance with the terms thereof. In case of any inconsistency between the provisions of the Lease and this Amendment,the latter provisions shall govern and control_ The individuals executing this Amendment on behalf of Landlord and Tenant have each been 2 CH2 20192451.5 ' 52/12/2007 14:08 FAX Z004/007 authorized to bind Landlord and Tenant,respectively,to the terms and conditions hereof,and no other signatures are required to make this Amendment binding on Landlord or Tenant. IN WITNESS WHEREOF, Landlord and Tenant have executed the Amendment as of the day and year first written above. LANDLORD: TENANT: HER INVESTORS LLC,, ARNOLD LOGISTICS,LLC, a Delaware limited liability company a Pennsylvania limited liability company By: HSAMBEN LLC,a Delaware limited liability company, its managing memb r .---— ,--•—illi, EY jj\ iv\iv / By: ;\� Tt Name: Samuel Kirschenbaum Name: V•b u3{ @s t-`c`ti cm U Titic: ManaainR Member Title: VMS:.S -fcc . Date: - t 11Ta`o L Date: I f 13 0 (b (v • 3 (H2 20192451.5 • Jul 19 2008 11:50PM SK REALTY t1GMT 2122093921 p.2 SECOND AMENDMENT TO LEASE THIS AMENDMENT,dated as of the day of ,200, between HER INVESTORS I,P,a Delaw°are hotted partnership,formerly known as HER INVESTORS LI.C,a Delaware limited liability company,as successor to The Hershey Company,("Landlord")and ARNOLD LOGISTICS,LLC,a Pennsylvania limited liability company("Tenant"),for the premises commonly known as 40 East Main Street,New Kingston,Pennsylvania 17013(the"Premises"). WITNESSlITH: WHEREAS, Landlord and Tenant entered into that certain Lease with a reference date of December I,2005,as amended by that certain First Amendment to Lease dated December 1, 2006(as amended,the"Lease");and WHEREAS,Landlord and Tenant desire to amend the Lease as more fully set forth below. NOW,THEREFORE,in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: }, Definitions. Unless otherwise specifically set forth herein,all capitalized terms herein shall have the same meaning as set forth in the Lease. 2. Term, The Term of the Lease,scheduled to expire on November 30, 2011, is hereby extended for the period beginning December I,2011 and ending on December 31,2012. 3, Reference!Pages Amendments, The Reference Pages provisions are hereby amended in the following particulars: (a) Landlord HER LNVESTORS LP,a Delaware limited partnership. (b) Landlord's Address: clo SK Realty Management LLP 708 Third Avenue,14th floor New York,New York Attn:Sam Kirsehenbaum (c) Wire Instructions If by US.Mail: and/or address for rent Payment: HER investors LP c/c Cornell Pace,inc. 542 Main Street 2°' Floor New Rochelle,NY 10801 ATTN:M.Rogers Tel/6,14-380-8229 • Fax#914-380-8258 If by Wire: Bank:Signature Bank 1 Cal 1 12'.11329.4 fi 'fin • Jul 18 2008 11:50RM SK RERLTY MGMT 2122093921 p.3 IC Quaker Ridge Road New Roc Iteile,NY 10804 Routing Number:026013576 Account Name: HER Investors LP Account Number: 1500639063 ATTN:Judith Stern,First Vice President Tel#914-712-2216 Fax#914-712-1157 (d) Term of Lease: Eighty Four(84)months beginning on the Conirriencement Date and ending on the Termination Date. (e) Termination Date: December 31,2012 (r) Annual Rent and Monthly Installment of Rent(Article 3:) f— Period Rentable ' Rent Annual Rent Monthly _Square Installment Footage Per Square of Rent 1 Foot I 12/1/11-12131/12 424,000 $441 51,869,840..00 $155,820.00 4, Commencement Date Memorandum. The Commencement Date Memorandum signed in connection with the Lease and dated December 21, 2005 is hereby amended by replacing 11/30/2011 with 12/31/2012 as the actual Termination Date, 5. Renewal Option, Tenant shall,provided the Lease is in full force and effect and Tenant is not in default under any of the other terms and conditions of the Lease at the time of notification or commencement, have one (1) option to renew this Lease for a term of five(5) years, for the portion of the Premises being leased by Tenant as of the date the renewal term is to commence, on the same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below: a. If Tenant elects to exercise said option,then Tenant shall provide Landlord with written notice no Eater than the date which is twelve(12)months prior to the expiration of the then current term of the Lease. If Tenant fai lato,provide such notice.Tenant shall have no further or additional right to extend or reiteW the term of the Lease. b. The Annual Rent and Monthly Installment shall be as provided on the following table of rents at the commencement of the renewal term and shall be increased by two (2%)on each anniversary of the commencement of the renewal term, 2 CItI 11230329 4 4 ... Jul 18 2008 11:51AM SK REALTY MGMT 2122093921 p.4 Feriod ... Rentable Square I Rent Per Square Annual Rent 1 1 Font Monthly Footage Ins --1 i tallment of I Rent 1/U13:12431/13 424,000 S4.141 $3,755,784 $146,315 l 1/20/14-12/31114 424,000 $4.224 $1,790.976 $149,248 , I ' 111/15-12/31/15 424,000 $4.309 $1,827.016 $152,251 ! 111/1642/31/16 424,000 $4395 $1,863,480 $155,290 I 1/1/17-12/31/17 424000 $4.483 $1,900,792 $158,399 l 6. This Amendment sets forth the entire agreement between parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. All other terms and conditions of the Lease not herein specifically amended shall remain in full force and effect in accordance with the terms thereof. in case of any inconsistency between the provisions of the Lease and this Amendment,the latter provisions shall govern and control, The individuals executing this Amendment on behalf of Landlord and Tenant have each been authorized to bind Landlord and Tenant,respectively,to the terms and conditions hereof,and HO other signatures are required to make this Amendment binding on Landlord or Tenant. [Signature Page Follows] 3 Cfit U230329.4 ■ • Jul 18 2008 11:51AM SK REALTY MGMT 21220S3921 p.5 IN WITNESS WHEREOF,Landlord and Tenant have executed the Amendment as of the day and year first written above. LANDLORD: TENANT: HER INVESTORS LP,Delaware limited ARNOLD LOGISTICS, LLC, a Pennsylvania partnership limited liability company By: I-ISAMBEN LP,a Delaware limited liability company,its general partner By: IlERSAM LLC,a Delaware limited liability company,it general partner 13y: , 13y. r Name: Sa nnuol Kirschenbaum Name: Title: Managing Member Title: Date: Date: ':)//1('' ✓ 4 CHI 11230329.4 I LARRY PITT& ASSOCIATES, P.C. 29111 w1 p,22 By: Neil Kerzner, Esquire #1.1 l f: 56 Attorney I.D. No. 62292 t" '•fB1,n ct, rDU T 1918 Pine Street Ns YLVA,Iq }' Philadelphia, PA 19103 (215) 546-0011 Attorneys for Plaintiff DWAYNE BROOKS • COURT OF COMMON PLEASE • CUMBERLAND COUNTY • V. • HER INVESTORS, LLC AND • NO.: 13-67631 CIVIL • SK REALTY MANAGEMENT • AND • ARNOLD LOGISTICS PRAECIPE TO REINSTATE CIVIL ACTION COMPLAINT TO THE PROTHONOTARY: Kindly reinstate the Civil Action Complaint in the above-captioned matter for an additional thirty(30) days. LARRY PITT & ASSOCIATES, P.C. BY: Neil Kerzner, Esquire Attorneys for Plaintiff Date: December 18, 2013 044 4, dh, cI1 6/11 56-/ itl-)(12 1 O J, D T/A'; LARRY PITT&ASSOCIATES, P.C. 11 FEE 1$ P By: Neil Kerzner, Esquire ` 00 Attorney I.D. No. 62292 CUMBERLAND coUtiry 1918 Pine Street PEHNs 'LVAF IA Philadelphia, PA 19103 (215) 546-0011 Attorneys for Plaintiff DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY V. HER INVESTORS, LLC AND NO.: 13-6763 CIVIL SK REALTY MANAGEMENT AND ARNOLD LOGISTICS PLAINTIFF'S REPLY TO NEW MATTER OF DEFENDANT, SK REALTY MANAGEMENT AND HER INVESTORS: 14-38. Denied. Strict proof is demanded at trial. Also conclusions of law are set forth to which no responsive pleading is required. LARRY PITT& ASSOCIATES, P.C. BY: Neil Kerzner, Esquire Attorneys for Plaintiff tea. LARRY PITT & ASSOCIATES, P.C. By: Neil S. Kerzner, Esq. Attorney I.D. No. 62292 1918 Pine Street Philadelphia, PA 19103 (215) 546-0011 Attorneys for Plaintiff DWAYNE BROOKS, COURT OF COMMON PLEAS Plaintiff PHILADELPHIA COUNTY V. No. 1367631 HER INVESTORS, LLC SK REALTY MANAGEMENT ARNOLD LOGISTICS, Defendants CERTIFICATE OF SERVICE 1,Neil S. Kerzner, Esq., attorney for Plaintiff, hereby certify that I caused to deliver a true and correct copy of Plaintiff's reply to new matter of Defendant, SK Realty Management and her Investors via first-class mail, postage pre-paid to the following counsel of record: Meredith C. Schilling, Esquire Hendrzak& Lloyd 3701 Corporate Center Parkway Center Valley, PA 18034 Diane B. Carvell, Esquire Rawle &Henderson, LLP The Widener Building Philadelphia PA 19107 LARRY PITT&ASSOCIATES, P.C. Neil S. Kerzner, Esq. Date: February 7, 2014 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 rt EU-C= F ICE PnC 1 I )!` O It 2UI', APR —7 AM II: 55 CUMBERLAND COUNTY PENNSYLVANIA Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL JURY TRIAL DEMANDED CERTIFICATE PREREQUISITE TO SERVICE OF SUBPOENA PURSUANT TO RULE 4009.22 As a prerequisite to service of subpoena for documents and things pursuant to Rule 4009.22, Defendants Arnold Logistics, by and through their attorneys, Rawle & Henderson, LLP, certify that: 1. A Notice of Intent to serve subpoenas with a copy of the subpoenas attached hereto was mailed or delivered to each party at least twenty days prior to the date on which the subpoena is sought to be served. 2. A copy of the Notice of Intent, including the proposed subpoenas is attached to this Certificate. 3. No objections to the subpoenas have been received. 4. Counsel has waived the twenty (20) days for service of subpoenas allowing the subpoenas to be served immediately. Copies of said waivers are attached. 7264152 -1 5. The subpoenas which will be served are identical to the subpoenas which are attached to the Notice of Intent to SerVe the §iibpoena. Dated: 4/4 7264152-1 RAWLE & HE 0 ERSON LLP By: N. Stewart, Esquire Diane B. Carvell, Esquire Attorneys for Defendants, Arnold Logistics, LLC RAWLE (._._NDERSON LLP DEBBIE L. MCCALLIN PARALEGAL 717-234-1008 dmccallin@rawle.com /March 18, 2014 Neil Kerzner, Esquire Larry Pitt & Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Meredith C. Schilling, Esquire Hendrzak & Lloyd 3701 Corporate Parkway Suite 100 Center Valley, PA 18034 The Nation's Oldest Law Office • Established in 1783 Re: Brooks vs. Arnold Logistics, et al Our File No.: 250922 Dear Counsel: www.rawle.com 240 N. THIRD STREET NINTH FLOOR HARRISBURG, PA 17101 TELEPHoNE:(717) 234-7700 FACSIMILE:(717) 234-7710 Enclosed please find Defendant's Notice of Intent to Serve Subpoena in the above captioned matter. Pursuant to Pennsylvania Rules of Civil Procedure, Rule 4009.21, you have twenty (20) days within which to file objections to these subpoenas. If no objections are received, the subpoenas will then be served. In the event you are agreeable to waiving the twenty (20) day waiting period, please sign the enclosed copy of this letter and return it to me in the envelope I have provided. Thank you for your cooperation and immediate attention to this matter. Very truly yours, RAWLE & HENDERSON LLP ; I • ^ BY: X Debbie L. McCallin, Paralegal I hereby agree to waive the twenty (20) day waiting period and are in agreement that the subpoenas may be served immediately. PHILADELPHIA, PA PITTSBURGH, PA HARRISBURG, PA MEDIA, PA MARLTON, NJ NEW YORK, NY WILMINGTON, DE WHEELING, WV t T. RAWLE &NDERSQN LLP DEBBIE L. MCCALLIN PARALEGAL 717- 234 -1008 dmccallin@rawle.com March 18, 2014 Neil Kerzner, Esquire Larry Pitt & Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Meredith C. Schilling, Esquire Hendrzak & Lloyd 3701 Corporate Parkway Suite 100 Center Valley, PA 18034 The Nation's Oldest Law Office • Established in 1783 Re; _ Brooks vs. Arnold Logistics, et al Our File No.: 250922 Dear Counsel: www.rawle.com 240 N. THIRD STREET NINTH FLOOR HARRISBURG, PA 17101 TELEPHONE:(717) 234 -7700 FACSIMILE:(717) 234 -7710 Enclosed please find Defendant's Notice of Intent to Serve Subpoena in the above captioned matter. Pursuant to Pennsylvania Rules of Civil Procedure, Rule 4009.21, you have twenty (20) days within which to file objections to these subpoenas. If no objections are received, the subpoenas will then be served. In the event you are agreeable to waiving the twenty (20) day waiting period, please sign the enclosed copy of this letter and return it to me in the envelope I have provided. Thank you for your cooperation and immediate attention to this matter. Very truly yours, RAWLE & HENDERSON LLP By: Debbie L. McCallin, Paralegal I hereby agree to waive the twenty (20) day waiting period and are in agreement that the subpoenas may be served immediately. Dated: PHILADELPHIA, PA PITTSBURGH, PA HARRISBURG, PA MEDIA, PA MARLTON, NJ NEW YORK, NY WILMINGTON, DE WHEELING, WV RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell@rawle.com (717)234-7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13-6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants, JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE SUBPOENAS TO PRODUCE DOCUMENTS AND THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 Defendants, Arnold Logistics, LLC, by and through their counsel, RAWLE & HENDERSON, LLP, intends to serve subpoenas to the following entities and identical to the ones that are attached to this Notice: • .Temple Hospital; • Pain Control Center; • Azra Qureshi, MD; • John J. Bowden, Jr., DO; • Dr. Mark Avart; • Southeast Pain Management; • Chestnut Hill Hospital; • Hahnemann Hospital; • Chestnut Hill Open MRI; and, • Freedom Medical. 7217021-1 You have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned, any objections you may have to the subpoena. If no objections are received, the subpoena may be served. Dated: S / 7217021-1 RAWLE By: NDERSON LLP N. Stewart Diane B. Carvell Attorneys for Defendants, Arnold Logistics, LLC RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart(a,rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13 -6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Temple Hospital, 3401 N. Broad Street, Philadelphia, PA 19140 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`d St., 9th Floor [SEAL] 7217248 -1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID#: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217248-1 CERTIFICATE OF AUTHENTICITY From: Temple Hospital Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13 -6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Pain Control Center, 101 Old York Road, Ste. 100, Jenkintown, PA 19046 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`d St., 9`'' Floor [SEAL] 7217271-1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID#: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217271-1 CERTIFICATE OF AUTHENTICITY From: Pain Control Center Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. --SIGNATURE— (PRINT-N- E DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@u,rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Azra Qureshi, MD, 1602 Wadsworth Ave., Philadelphia, PA 19150 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3rd St., 9th Floor [SEAL] 7217279 -1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand - written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off -site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS #: 161 -70 -9010 7217279 -1 CERTIFICATE OF AUTHENTICITY From: Azra Qureshi, MD Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: John J. Bowden, Jr., DO, 1738 Cheltenham Ave., Philadelphia, PA 19126 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`a St., 9th Floor Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID#: 67353 Attorney for: Defendants [SEAL] BY THE COURT: PRO David D. Buel, Prothonotary 7217280 -1 ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand - written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off -site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS #: 161 -70 -9010 7217280 -1 CERTIFICATE OF AUTHENTICITY From: John J. Bowden, Jr., DO Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Mark D. Avart, DO, Phila. Orthopedic Group, 333 East City Ave., Ste. IL1, Bala Cynwyd, PA 19004 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Address: 240 N. 3`d St., 9th Floor Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID#: 67353 Attorney for: Defendants BY THE COURT: Date: [SEAL] 7217294 -1 PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217294-1 CERTIFICATE OF AUTHENTICITY From: Mark D. Avart, DO Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Southeast Pain Management, 2701 Blair Mill Road, Willow Grove, PA 19090 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things party serving this subpoena may seek a court order This subpoena was issued at the request of the Date: [SEAL] 7217295 -1 required by this subpoena within twenty (20) days after its service, the compelling you to comply with it. following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Address: 240 N. 3`d St., 9th Floor Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217295-1 CERTIFICATE OF AUTHENTICITY From: Southeast Pain Management Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL Defendants. : JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Chestnut Hill Hospital, 8835 Germantown Ave., Philadelphia, PA 19118 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg. PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 374 St., 9"' Floor [SEAL] 7217302 -1 Harrisburg, PA 17101 Telephone: 717 -234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217302-1 CERTIFICATE OF AUTHENTICITY From: Chestnut Hill Hospital Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell@rawle.com rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13 -6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Hahnemann Hospital, 230 N. Broad Street, Philadelphia, PA 19102 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things:, Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`1 St., 9th Floor [SEAL] 7217312 -1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217312-1 CERTIFICATE OF AUTHENTICITY From: Hahnemann Hospital Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 1 41 RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS Plaintiff, v. HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS COURT OF COMMON PLEAS CUMBERLAND COUNTY No. 13 -6763 CIVIL Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Chestnut Hill Open MRI, 7713 Crittenden St., Philadelphia, PA 19118 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9`h Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`d St., 9th Floor [SEAL] 7217318 -1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217318-1 CERTIFICATE OF AUTHENTICITY From: Chestnut Hill Open MRI Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE (PRINT NAME) DATE 4198716 -1 s RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell @rawle.com (717)234 -7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13 -6763 CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED Subpoena to Produce Documents or Things for Discovery Pursuant to Rule 4009.22 To: Records Custodian: Freedom Medical, 36 Terry Drive, Feasterville- Trevose, PA 19053 Within twenty (20) days after the service of this subpoena, you are ordered by the Court to produce the following documents or things: Please see attached Addendum at Rawle & Henderson LLP, 240 N. Third Street, 9th Floor, Harrisburg, PA 17101. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. This subpoena was issued at the request of the following person: Name: Gary N. Stewart, Esquire Rawle & Henderson LLP Date: Address: 240 N. 3`d St., 9`h Floor [SEAL] 7217326 -1 Harrisburg, PA 17101 Telephone: 717- 234 -7700 Supreme Court ID #: 67353 Attorney for: Defendants BY THE COURT: PRO David D. Buel, Prothonotary It 0 ADDENDUM TO THE SUBPOENA Please provide: Any and all records and radiology films, including but not limited to: ambulance call reports, transport reports, doctor's notes, nurses' notes, consultation reports, notes of other office and medical personnel, history notes, hand-written notes, and typed notes, electronic data including electronic data stored in a retrieval system, office records, billing statements, payment records, health insurance claim forms, correspondence, correspondence from attorney to Deponent, correspondence from Deponent to attorney, Patient questionnaire, Patient information sheet, memoranda, index cards, radiology reports, medical records, medical reports, prescription slips, and any other records, reports, records stored at an off-site facility, and any other documentation relating to any examination, consultation, care or treatment rendered from 2000 to the present to: Dwayne Brooks, 7135 N. Closkey Street, Philadelphia, PA 19121 Formerly of: 7919 Pickering Street, Philadelphia, PA DOB: 2/22/62 SS#: 161-70-9010 7217326-1 t ' r CERTIFICATE OF AUTHENTICITY From: Freedom Medical Re: Dwayne Brooks DOB: 2/22/62 I am the Custodian of Records for the above -named deponent. I hereby declare under the penalty of perjury under the laws of the United States of America that a thorough search of our files was made in answer to the Records Subpoena attached hereto, and that the documents provided herein represent a full and complete response to the documents requested in the aforesaid Subpoena. I further declare under the penalty of perjury under the laws of the United States of America that the attached documents are true and correct copies of the originals retained by our office. SIGNATURE 4198716 -1 (PRINT NAME) DATE 5t. CERTLUCATE OF SERVICE On this /0 day of , 2014, I do hereby certify that I have caused to be served a true and correct copy of the attached Notice of Intent upon the following and in the manner indicated below. Service was made by U.S. Mail, first-class, postage prepaid, addressed as follows: Neil Kerzner, Esquire Larry Pitt & Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Meredith C. Schilling, Esquire Hendrzak & Lloyd 3701 Corporate Parkway Suite 100 Center Valley, PA 18034 7217021-1 RAWLE & HENDERSON By: LP N. Stewart, Esquire Diane B. Carvell, Esquire Attorneys for Defendants, Arnold Logistics, LLC RAWLE & HENDERSON LLP By: Gary N. Stewart Identification No. 67353 By: Diane B. Carvell Identification No. 77983 Payne Shoemaker Building, 9th Floor 240 N. 3rd Street Harrisburg, PA 17101 gstewart@rawle.com dcarvell@rawle.com (717)234-7700 Attorneys for Defendant, Arnold Logistics LLC DWAYNE BROOKS COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. No. 13-6763%'CIVIL HER INVESTORS, LLC, SK REALTY MANAGEMENT, ARNOLD LOGISTICS Defendants. JURY TRIAL DEMANDED ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance on behalf of defendants, HER Investors, LLC and SK Realty Management, in the above -referenced matter. RAWLE & HENDERSON LLP BY: Dated: Sig-. 7362234-1 Gary N. St art, Esquire Diane B. Carvell, Esquire Attorneys for Defendants, Arnold Logistics LLC, HER Investors, LLC, and SK Realty. Management CERTIFICATE OF SERVICE I hereby certify that on today's date, a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon all attorneys of record, addressed as follows: Neil Kerzner, Esquire Larry Pitt & Associates, P.C. 1918 Pine Street Philadelphia, PA 19103 Attorney for Plaintiffs Meredith C. Schilling, Esquire Hendrzak & Lloyd 3701 Corporate Parkway Suite 100 Center Valley, PA 18034 RAWLE & HENDERSON LLP BY: Dated: 54)Lj(Lf 7362234-1 Gary N. Ste 'part, Esquire Diane B. Carvell, Esquire MEREDITH C. SCHILLING, ESQUIRE E-mail: meredith.schilling@zurichna.com Attorney I.D. No.: 308164 HENDRZAK & LLOYD 3701 Corporate Parkway, Suite 100 Center Valley, Pennsylvania 18034 (610) 709-8705 DWAYNE BROOKS v. HER INVESTORS, LLC; SK REALTY MANAGEMENT and ARNOLD LOGISTICS ATTORNEY FOR DEFENDANTS, HER INVESTORS, LLC and SK REALTY MANAGEMENT C, ITT, = CUMBERLAND COUNTY r COURT OF COMMON PLED.;cri NO.: 136763 - CIVIL TRIAL BY JURY OF 12 DE <cJ r DED WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw my appearance in the above captioned matter on behalf of Defendants, HER INVESTORS, LLC and SK REALTY MANAGEMENT only, in the above -captioned matter. e M$REDITH C. SCHILLING, ESQUIRE Attorney for Defendants, HER Investors, LLC and SK Realty Management